NORINCO Intl Thatta Power Il� 0 It

Home , Norinco

NORINCO Intl Thatta Power iL 0 it

SCHEDULE I

(Regulation 3(1))

FORM OF APPLICATION

The Registrar

National Electric Power Regulatory Authority

Subject: Application for a Generation License Norinco International Thatta Power (Private)

Limited 50MW

I, Asad Alam Niazi, Chief Operation Officer (C00), being the duly authorized representative of Norinco International Thatta Power (Private) Limited by virtue of BOARD RESOLUTION dated

February 18th, 2016, hereby apply to the National Electric Power Regulatory Authority for the grant of a GENERATION LICENCE to the Norinco International Thatta Power (Private) Limited

pursuant to section 3(1) of the Regulation. of Generation, Transmission and Distribution of

Electric Power Act, 1997.

support attached with this application are prepared and I certify that the documents-in- submitted in conformity with the provisions of the National Electric Power Regulatory Authority

Licensing (Application and Modification Procedure) Regulations, 1999, and undertake to abide

by the terms and provisions of the above-said regulations. I further undertake and confirm that support is true and correct to the best the information provided in the attached documents-in-

of my knowledge and belief.

- (Rupees Three Hundred A Bank Draft 00037389 Dated 11-04-2016 in the sum of Rupees 352,800/ Fifty Two Thousand Eight Hundred Only) Our application submitted to your office for 100MW, However since the Grid Interconnection has been awarded for 50MW and Energy Department Government of Sindh split our LOI' s 2x50MW as our Fee may please be consider as 50MW and relevant (Rupees Two Hundred and Eighty Eight Thousand and Sixteen Only) of fee amount Rs. 288,016/- may please be charge or exceed payment, if any may kindly be refunded.

, being the non-refundable license application fee calculated in accordance with Schedule II ation to the National Electric Power Regulatory Authority Licensing (Application and Modi

Procedure) Regulations, 1999. coov is also attached herewith.

NUPPt ; • Asad A

Direct

NORINCO International Thatta Power (PVT.) Limited 3ttallUtItt.tARI`T4 Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan UAN: +92-21-111-111-275 PAM +92-21-35371833-34 Fax: +92-21-35371836 Email: [email protected] 14$1*.' "

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

COMPANY REGISTRATION OFFICE, KARACHI

[Under section 32 of the Companies Ordinance, 1984 (XLVII of 1984)]

Corporate Universal Identification No. 0097671

1 hereby certify that NORINCO INTERNATIONAL THATTA POWER (PVT.) LIMITED is this day incorporated under the Companies Ordinance, 1984 (XLVII of 1984) and that the company is limited by shares.

Given under my hand at Karachi this Fourth day of February, Twolfhousaorr., and Sixteen.

Incorporation-fee Rs. 62,000/= only

(Muhammad Naeem Khan) joint Registrar / Acting In charge Karach i p V14"... NORINCO INTL THATTA POWER

■ Part 2 Extracts of the Meeting of the Board of Directors ■

■

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, rd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-2 I -35371836 Email: norinco-powergqq.com NORINCO Intl Thatta Power Cl R-1; s n NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2" Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan

EXTRACTS OF THE MEETING OF THE BOARD OF DIRECTORS OF I NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED (THE "COMPANY") HELD ON FEBRUARY 18, 2016 AT THE REGISTERED OFFICE OF THE COMPANY

RESOLVED THATMr. Liu Zhen be and is hereby appointed as the first Chief Executive Officer of the Company with effect from the date of incorporation of the Company until the first Annual General Meeting of the Company upon such terms and conditions as may be determined by the Board of Directors of the Company.

RESOLVED THATMr. Ge Ling Xing be and is hereby appointed as the Company Secretary of the Company with effect from the date of this resolution, upon such terms and conditions as may be • determined by the Board of Directors of the Company. RESOLVED THATMr. Asad Alam Niazi be and is hereby appointed as the first Chief Operation Officer of the Company with effect from the date of incorporation of the Company upon such terms and conditions as may be determined by the Board of Directors of the Company.

RESOLVED THATMr. Zhang Yi Zhi be and is hereby appointed as the first Deputy Chief Executive Officer of the Company with effect from the date of incorporation of the Company upon such terms and conditions as may be determined by the Board of Directors of the Company. • FURTHER RESOLVED THAT Mr Liu Zhen.in his capacity as the Chief Executive Officer of the Company, and Mr. Ge Ling Xing, in his capacity as the Secretary of the Company, and Mr Mad Alam Niazi in his capacity as the Chief Operation Officer of the Company, and Mr. Zhang Yi Zhi, in his capacity as the Deputy Chief Executive Officer of the Company, shall have all powers generally associated with the said offices for the running and day to day operations of the Company.

FURTHER RESOLVED THAT the Company be and is hereby authorized to prepare, execute and file all necessary documents and to undertake and make all necessary arrangements to give effect to the resolution as set down above.

• RESOLVED THAT Mr. Zhang Yi Zhi, in his capacity as the Deputy Chief Executive Officer of the Company, be and is hereby authorized to singly open bank accounts in the name of the Company with any branches of any bank for the day to day running and operations of the Company, including without limitation current accounts, savings accounts, deposits accounts, etc.

FURTHER RESOLVED THAT Mr.Liu Zhen and /or Mr. Asad Alam Niazi, in their capacity os Directors of the Company, be and are hereby authorized to singly and / or jointly execute, sign and submit all such documents as may be necessary to give effect to the above mentioned resolutions.

I FURTHER RESOLVED THAT that the Chief Executive officer be and is authorised to take all such steps as may be necessary to devise design and prepare the common seal of the Company.

NORINCO International Thatta Power (PVT.) Limited lbMilkiPt4Egt5Rii..;f1 I Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan UAN: +92-21-111-111-275 PABX: +92-21-35371833-34 Fax: +92-21-35371836 Email: [email protected]

NORINCO Intl Thatta Power 5E,*ainf*tt,tt, NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, ed Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan

Certified that the abovementioned is a true and valid extract from the Meeting of the Board of Directors of NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED held on February 18, 2016. a

Mr.Wang Xin Qing Chairman of Board

Mr.AsadAlamNiazi 111 Director

Mr. Wu Xiao Chuan Director

Mr. Liu Then • Director

DATED: February 18, 2016

NORINCO International Thatta Power (PVT.) Limited 1LFIg0#1,41:0.tViRit..;q- • Suite No. 201, 2nd Floor, Horizon Vista. Block 4, Clifton, Karachi, Pakistan UAN: +92-21-111-111-275 PABX: +92-21-35371833-34 Fax: +92-21-35371836 Email: [email protected] I IV".' NORINCO INTL THATTA POWIR R.* • liSICt A

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF NORINCO INTERNATIONAL THATTA POWER (PVT.} LTD IN A MEETING HELD ON APRIL IS, 2016

I It was RESOLVED that Mr. Asad Alam Niazi be and is hereby appointed as Authorized Person of the company and do apply for license Generation application and Upfront Tariff Application from National Electric and Power Regulatory Authority (NEPRA) and related authorities for power generation and its distribution from the date of thr:, fic5olut;on.

CERTIFY "! RUE COPY Li I ir, i• POWER PV

_jr41ANY: SECRET;;;:. 4.11f;Wr, CON1PANY SECRIAARY

•

NI ■MIN( 0 IN 11..RN ■I Hr'. 11 Ill I 11 P0V11.1.1 11'1411 I F.)11%11111) ',ufic Vn ?()I I /oil II .ii/g filock I ( I fii,i h:,rmhi pok i,r,,,, ■ )1,LO 71 I x'r 1 0, ').! “;-18 ■,, I rum' 1■,,,Frko-rx0Air 4y,l ,11111

NORINCO INTL THATTA POWER tt*I114*A

I EXTRACT OF MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON April 07, 2016

It was RESOLVED that Mr. Asad Alam Niazi be and is hereby appointed as Authorized Person of the Company for a all National Electric Power Regulatory Authority, NEPRA Matters from the date of this Resolution.

111

Director Wang Xinqing

■

Director ■Wu Xiaochuan

24,it 4, 7 Director Liu Zhen

U NoRiNcolntemdo, rho Resolution from President Meeting of Norinco International Cooperation Ltd.

Reference : No. 18 Date: October 21,2015

The meeting was held by President Office of Norinco International Cooperation Ltd.. and presided by the Mr. President Wang Yuetao. The resolution of the meeting on the subject of investment for the Pakistan Thatta 100MW Wind Power Project is given as follows:

1. After introduction of the project and general discussion, Norinco International Cooperation Ltd decide to invest and develop the Thatta 100MW Wind Power Project in Karachi ,Sind Province of Pakistan, ■cooperating with the local partner AN Energy (Private) Limited. 2. The president meeting decide to form a joint venture project company, name as Norinco International Thatta Power(Private) Limited which is used to invest and develop the thatta I 00MW Wind Power Project, and Norinco International Cooperation Ltd will hold 90% ■share of the project company, the remaining 10% share will be held by AN Energy (Private) Limited.

3. The mode & structure of investment, total capacity of the Project as well as the wind turbine generator were also determined by the meeting. The budget for preliminary works on..aaspzpket development is also approved. I NORINCOthtternal Coop ration Ltd

N(1RiNCU Intom tu

p I

NORINCO INTL THATTA POWER

I Part 3 Articles of Associate of Incorporation

■

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2'd Floor, I lorizon Vista, Block 4. Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:-1-92-21-35371836 Email: norinco-power4MH.com •

THE COMPANIES ORDINANCE, 1984

(Private Company Limited by Shares)

ARTICLES OF ASSOCIATION

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED

INTERPRETATION I

In these Articles, unless there is something in the subject or context inconsistent therewith:-

"Affiliate" means in relation to i.ty person, a person which is (a) the direct or indirect holding company of that person, (b) a subsidiary of that -person, or (a) the subsidiary of that person's holdint company, where (i) a person is a bOldbig company of another person if such person directly or indirectly controls thM .otherr person, with "control" meaning the power to direct the management and polieies'lAr:- that other person, or the ownership of more than fifty percent (5(1 b) of the vOting;, rights in that other person, as applicable; and (ii) a person is a subsidiary of onothi-t- person if that other person is its holCinit company I "Auditors" means the auditors of the Coln pa it y NY ho shit!! be appointed by the Company, having offices or representative member firms in Pakistan.

"NORINCO" means NORINCO INTERNATIONAL COOPERATION LIMITED, a company incorporated under the laws of PRC, with company ninnher • I

11000001070635:11 and having its rezistet-cd address at Room 301-302, Floor 3, Building , 417. Block 12, No.118 ;11,ou..11-Nourth-Ring Nest Road, Fenglai Dis•ffiet, Beijing, Beijing, PRC.

"AN" means AN ENERGY (VIZIVATE) LIMITED, a company incorporated under the laws of Pakistan, with CUIN Number 0092884 and having its registered I office at Suite f 201, 2111' Floor, Horizon Vista, Plot Number Commercial-10, Scheme 05, Block 04, Clifton, Karach , Pakistan.

"Articles" means the Articles of Association of the Company.

"Board" means the Board of Director. of the Company.

"Businss Plat," means the annual plan of the Company prepared in accordance with Clause 10.4 of the JV Agreement de:;cribing the business which the Company will undertake during the relc‘..ant financial year. I

‘ci ■airinan mean tie Chairman of he Company for the time being.

.Company" meay.s Norinco Internaticnal Thatta Power (Private) Limited.

"Dud of Adiiereime" means the deed or adherence in substantially the same form as set Ott uh the IV Agreement;

"Develolinient Costs" means the iho clopm,:nt costs and expenses incurred 0.- to be inenrred for the Project, including all amounta in relation ;o the Project, without duplication. paid by NOl

"Din(clopmeut Costs Budget" 1110311:-; the budget that is approved by We Board from time to time in respect of the Develop' cent Costs;

"Directors" mean the DiFcctors of the Company.

"Encumbrance" includes any encumbrance or security interest of any kind U whglsoover (including without limitation a mortgage, charge, pledge, lien, restcietion, right Ii) acquire, right of pre-cmption, option, conversion right, third party hi lit or interest, right of set-off or counterclaim, equities, trust arrangement or any other type of preferential acumen( (such as a retention of title arrangement) having similar effect) or any other rights exercisable by or claims by third parties.

"Extraordinary General Meeting- salt haYe the same meaning as provided under I Article j • below;

"Finnorial tI ise" means the dam on which all material Project Documents and the Nwmcing Documents have been executed and all of the conditions precedent therein have been fulfilled (or waived as the ease maybe) to such extent to give an I

immediate right to draw down fuhds under those Financing Documents (subject only to giving the notices of draw lown required by those Financing Documents). For the avoidance of doubt Financrd Close shall be deemed to have been achieved when a drawdown request is issued to the Financing Parties under the Financing I Documents.

"Financing Documents" means the financing and security agreements to be entered into between the Company and the Financing Parties for the purpose of financing the Project

"Financing Parties" means other financial institutions that will provide limited recourse project financing to the Company pursuant to the Financing Documents;

"JV Agreement" means the Joint Venture Agreement dated [•], 2015 entered into by and between NORINCO and AN.

"Member" shall have the meaning assigned thereto in Section 2(1) (21) of the Ordinance.

"Memorandum" means the Memorandum of Association of the Company.

"Month" means a calendar mouth.

"Office" means the registered office of the Company. I "Ordinance" means the Companies Ordinance, 1934 or any statutory modification thereof for the bore being in force.

"Organizational Documents'' means Memorandum and the Articles.

"Project" means the development, construction, financing, ownership end operation of the 100 MW Thatta Wind Power Project on a build and operate basis

U and the sale of the electricity generated, therefrom, all pursuant to the Project Documents;

"Project Documents" means the following contractual arrangements that die Company will enter into for the Project:

(a) the Implementation Agreement; • (b) the Energy Purchase Agreement; (c) the Financing Documents;

(d) the Contract; and

• I

Each as defined in the ,IV Agreement and any other Project Document under the Agreement.

"Proxy" shall have the meaning assig ied thereto in the Ordinance and shall include attorney duly appointed under a power of attorney. I "Register" shall have the meaning aisiened thereto by Section 2(1) (3(113) of the Ordinance.

"Seal" means the common seal of the zompany.

"Secretary" means the Secretary of the Company and the expression "Secretary" shall include a temporary or assistant Secretary and any person appointed by the Directors to perform any of the duties of the Secretary.

"Special Resolution" shall have the cleaning assigned thereto by Section 2(1) (36) I of the Ordinance.

"Writing" shall include printing, lit ography and any other mode or modes of representing or reproducing words in z visible form.

"Year" means a calendar year.

\Vords importing a singular number oti;v shall include a plural number and vice versa. I \Vords importing the masculine gende • only shall include the feminine gender.

Words importing persons shall include bodies corporate.

keret ence in these Articles to any provision of the Ordinance shall, where the context so admits, be constructed as a reference to such provision as specified or re- enacted by any statement For the lime tieing in force.

The regulations contained in Table "A" in the First Schedule to the Ordinance shall not apply to the Company except in so far as the same may be expressly incorporated or deemed to be incorporated in these Articles or are made expressly applicable by the said Ordinance or any statutory modification thereof.

PRIVATE, COMPANYPANY I

The Company is a private company \\ ithin the meaning or Section 2 ( t I 125) of the Ordinance and accordingly: (a) The right to transfer share; of the Company is restricted in the manner and to the extent hereinafter appearing.

(b) The number of Members of the Company (exclusive of persons in the employment of the Comp:my) shall be limited to a minimum of 2 (two), I provided that, for the purpose of this provision, when 2 (two) or more persons hold I (one) or more shares in the Company jointly they shall be treated as a single Member.

(c) No invitation shall he issued to the public to subscribe for the shares, debentures or debenture stock of the Company.

BUSINESS OF THE COMPANY

4. (a) The business of the Company shall include all Or any of the objects enumerated in the Memorisidum and can be commenced immediately after the incorporation of the Company as may be decided by the Directors from time to time, notwithstanding that only a part of the capital has been

subscribed .

(b) The business of the Comp.my shall be carried on at such pace or places in the whole of Pakistan or elsewhere as the Directors may deem proper or advisable from time to time.

SHARE CAPITAL

The authorised capital of the company is PKR 10,000,000/- (Pak Rupees:344i; Million) divided into 1,000,000 (C ne Million) ordinary shares of PKR Rupees Ten) each. Such capital sha I be issued as permitted by law, with the poweh to increase, consolidate, subdivide, reduce or otherwise reorganize the share capitol of the Company subject to the proviaions of Sections 90 to 106 of the Ordinance. 6. I None of the funds of the Company shall be employed directly or indirectly in the purchase or lent on the security of shares of the Company and the Company shall not, except as authorized by Section 95 of the Ordinance, give any financial assistance for the purpose of or in connection with the purchase of shares in the Company. •

Subject to the provisions of the Articl:s, the shares shall be under the control of the

Board of Directors, who may allot or otherwise dispose off the same to such persons, firm or corporation on such terms and conditions and at such time as may be thought fit. Without prejudice to any special righis previously conferred on the holders of any U

existing shares or class of shares, any share in the Company may be issued with

such special rights or such restriction;, as the Company may from time to time by ordinary resolution, determine.

TRANSFER OF SHARES

I Subject to Article I I, the instrument of transfer of any share in the Company shall

be executed by both the transferor ald the transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the Register in respect thereof. in. The instrument of transfer of any spate shall be in writing in the following form or in any usual or common form which tl[c. Directors shall approve: I I/We. 1• of 1.1 in consideration of the stun of PKR .1- paid to me/us/company by IN of [•] (hereinafter called "the said transferee") do hereby transfer to the said transferee l•I shares numbered [•I in the undertaking called Norinco International

Thatta Power (Private) limited to hr Id unto the said transferee, his legal personal representatives and assigns, subject to the several conditions on which I/We held the same at the time of the execution hereof, and UWe, the said transferee, do hereby agree to take the said share (or shares) subject to the conditions aforesaid As a witness our hands this l• I day of I•1 201•1 witness to the signature of, etc."

No Member shall, except in accordance with the following provisions of this Article I sell, transfer or otherwise dispose c F any of such shares held by him, or any legal Or beneficial interest therein.

Each Member undertakes to the other hat it shall:- not directly or indirectly sell, transfer or otherwise dispose of all or any of a its shares or any legal or Oeneficial interest in its shares or assign or otherwise purport to deal will) its shares or with any interest therein if that would contravene any Project Document:

procure that any of its Ali iliates not sell, transfer or otherwise dispose its

benefits and interests in such shares if such sale, transti.n., or disposal would contravene any Pro ect Document or Financing.Dc;uments;

C. not create any Enctunbrance over any of its shares or any legal or beneficial interest therein if that would contravene any Project Document

or Financing Documents: and

D. not enter into any agreement with respect to the voting rights attached to all or any or its shares.

1 2. Subject to Article 11, a Member :nay at any time and subject to the Financing Documents, transfer its shares to ary of its Affiliates (a "Permitted. Transfeliiee"). In order to verify that a transfer of Shares is to a Permitted Transferee, flit: Members shall, upon request, proiiide the Conmany with such intOrmation and evidence the

Company reasonably requires and the Directors may refuse to register a relevant transfer until the information is provided in a Conn reasonably satisfactory to them.

A share may also be transferred by any Member to Directors representing such Member's interests in the Company as may be required to make !hem Members of

the Company and as such eligible Mr appointment as Directors, or by such nominee Directors to the Member or any other nominee of such Member. Further, a Member I may:

(a) pledge, mortgage (whetter by way of I iNied of floatieg charge) or otherwise encumber its legal or beneficial interest in its shares ihe Financing Parties for the purposes Financing Documents; and

(b) sell, transfer or otherwise dispose of any of such shares (or any legal or beneficial interest therein)as pad of the enfixcement of the pledge, I mortgage (whether by way of of floating charge) or other

encumbrance granted to the Financing Parties for the purposes Finanieirig, Documents.

13. The Directors shall not refuse to transfer any shares as permitted in accordance Witb, these Articles unless the transfer deed is, for any reason, defective or in provided that the Company shall, w thin 30 (thirty) days front the date or which the instrument of transfer was lodged \vim it, notify the detect or invalidity to die transferee who shall, after the removal or such defect or invalidity, be entitled to relodge the transfer deed with the Company. The Directors may suspend the registration of shares during such period or periods as may be permuted by law. The Directors may decline io recognize any instrument of transfer unless this

7 ■

instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the tran;ler.

If at any time any Member (the "Seller") receives from a third party a bona fide offer in writing to purchase any or all of the shares held by the Seller for a consideration payable in cash and is prepared to accept the offer, the Seller shall first deliver to the other Member (the "Continuing Member") a true copy thereof and shall concurrently offer to sell its shares to the Continuing Member at the same price and on the same terms as are contained in the bona fide offer and the

ContiM,:ing Member shall then have ninety (90) days within which to accept the offer made to it. If within the period of ninety (90) days mentioned above, the

Continuing Member accepts the offer made to it, the Members will complete the sale of :he shares within a further period of ninety (90) days. within the period of I ninety (90) days mentioned above, the Continuing Member does not accept the of made to it. and provided the restrictions in Article I I arc complied with, the Seller shall be free to accept the offer made to it by the third patty aa.l to complete the sale of its shares within a further period or ninety (90) days but subject to the condition precedent that where the shares to be sold by the Seller, the third party shall first

have e;:oeuted and delivered a Dec of Adherence under which the third party U tratiarcrec shall agree to be bound by and shall be entitled to the benefit of the

Agreement as if such party was the Seller and (I)) in case the shares sold constitute

cult' part of the shaves owned by the Seller the Members hereto enter into an

amendment to the .1V Agreement (if required) to include such third party. If the

Selier tails to complete the sale to the third party within the ninety (90) day period,

its shares shall again become subject to the provisions of this Article 14. If an offer

described in this Article 1-1 is lor consideration other than cash, then the Auditors or I the Company shall review t;-(e offer and determine, according to generally accepted

accounting principles. the cash equivr lent of the consideration and such cash value

shall be used in accordance with Attic c 14 Ibr the transfer if the pre emption right is

exercised. The decision of the Andtors its to the cash equivalent value for the

consideration shall be final and binding, and each Member shall provide the

Auditors with such infoi illation and assistance as the Auditors may request.

The Directors may in their absolute and ancontrolled discretion refuse to sanction or U

good and sufficient cause, refuse to warren or register the transfer of any share to

any non- member of the Company. I

16. Except as permitted under Article [2, no shares shall be transferred by any Member to any person by way or gift or otherwise unless such shares are first offered to the other Members in terms of Attice 14 above. In any case no shares shall be transferred to an insolvent or a person of unsound mind. U 17. No share shall he transferred unless a proper instrument of transfer has been delivered to the Company. The transferor shall be deemed to remain the holders of such shares until the name of the transferee is entered in the Register in respect thereof. Each signature to such transfer shall be duly attested by the signature of two credible witnesses who shall add their address and occupation.

I S. Every instrument of transfer shall he left at the Office for registration accompanied by the certificate of shares to be transferred, and such other evidence as the Company may require to prove the title of the holder. Registered instruments of transfer shall be retained by the Company but any instrument of transfer which the Directors may decline to register, shall on demand, be returned to the person depositing the same.

19. The Directors may, on giving 7 (seven) days previous notice, close the transfer book and Registers of Members and debenture holders for any time as the Directors think fit. N 20. A person entitled to a share by transmission shall, subject to the right of the Directors to retain such dividends or money as is provided in these Articles, be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share(s). The provisions of the Ordinance in this respect shall apply.

21. Save as herein otherwise provided the Company shall be entitled to treat the person U whose name appears on the Register as the holder of any share as the abriolute owner thereof, and accordingly shall not (except as ordered by a court of competent jurisdiction or as by law required) be bound to recognize any trust or eqUilable, contingent or other claim to interesi in such shares on the part of any other Person whether or not it shall have express or implied notice thereof.

N TRANSMISSION OF SHARES

22. In case of the death of a Member the survivor / survivors where the deceased was a joint holder, and the legal personal representatives or the nominees, if any,

appointed under Section 50 of the Ordinance as the case may be, of the deceased

where it was a sole holder, shall be the only persons whom the Company will be bound to recognise as having any title to its interest in the shares. but nothing herein

contained shall release the estate of A deceased joint holder from any liability in respect of any share which had been jointly held by it with other persons. Before

recognising any legal personal representative the Directors may require it to obtain a Grant of Probate or Letters Of Administration or a Succession Certificate as the case

may be, from a competent court in Pakistan. Provided nevertheless in any case it shall be lawful for the Directors to dis)ense with the production of Probate or Letter of Administration or Succession Certificate or such other legal representation upon such terms as to indemnity or otherwise as the Directors in their absolute discretion may deem fit.

23. Any person becoming entitled to a share in consequence of the death or insolvency a of a Member may upon such evidence being produced as may from time to time

properly be required by the Directors and subject as hereinafter provided, elect either to be registered itself as the holder of the share or instead of being registered

itself, to make such transfer of the shires as the deceased or insolvent person could have made, but the Directors shall, in either case, have the same right to decline or suspend registration as they would !lace had in the case of a transfer of the share by that Member before his death or insol ■ency as the case may be. a

2,4. If the person so becoming entitled shall elect to be registered itself, it shall deliver or

send to the Company a notice in \ ■ititimr signed by him stating that it so elects. lf it shall elect to have another person registered it shall testily his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death a or insolvency of the Member had net occurred and the notice or transfer were a transfer signed by the Member.

A person becoming entitled to a share by reason of the death or insolvency of the holder shall he entitled to the same dividends and other advantages to which it would be entitled if it were the registered holder of the share except that it shall not before being registered as a member in respect the share be entitled in respect of it p to exercise any right conferred by membership in relation to meetings of the Company. I

ALTERATION OF CAPITAL

26. The Directors may, with the approval of the. Members of the Company in the

general meeting, increase the share :apital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

27. Subject to the provisions of Section; 84 and 86 of the Ordinance and to any special rights or privileges for the time beilg attached to any issued shares the new shares

shall be issued upon such terms ani.. conditioi-ts, and with such rights and privileges annexed thereto as the resolution creating the same shall direct; and if no direction be given as the Directors shall determine.

28. Subject to any direction to the contrary that may be given . by the resolution sanctioning the increase of share capital, all new shares shall, before issue, be

offered to the Members of the Company in proportion, as nearly as the circumstances admit, to the amourt of the existing shares held by each Member (irrespective of class). The offer shall he made by notice specifying the number of

shares offered, and limiting a time within which the offer, if not accepted, will be

deemed to be declined, and alter the expiration of thdt time, or on the receipt of an

intimation from the person to whorl-- the offer is mode, that he declines to accept Cie I shares offered, the Directors inity iubject to the provisions of sub-section (7) of Section 86 of the Ordinance, disposi. of the same in such manner as they think most

beneficial to the Company. The Directors may likewise so dispose of any new

slim-es which (by reason of the ratio which Ihe new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion or the Directors; be conveniently offered under this Artiele.

POWERS TO BE EXERCISE IN A GENERAL MEETING

29. (a) The Shareholders shall at times regulate the authorized business of the Company by exercising c intro', supervision and direction in the manner deemed appropriate by thcm and by delegating such powers, from time to N time, to the Board as tie shareholders shall deem appropriate.

(b) The functional powers and responsibilities of the Company to be exercised

in a general meeting shall include, but not be limited to the matters as provided under this Article 29(h) Whenever the Company, through a

I ■

general meeting, exercises its powers the conduct of the shareholders and their responsibilities shall to in line with the resolution passed by the shareholders pursuant to these Articles, the JV Agreement and Organizational Documents:-

(i) To make any decision on any amendments to the Organizational Documents.

(ii) To make any decision on establishing or modifying the fundamental accounting policies of the Company, including any approval of a budget and any approval of the annual financial statements of the Company.

(iii) To appoint and/or remove general managers, consultants, advisors, technicians, assistants, independent auditors and other I employees.

(iv) To make decisionii on approval and execution or modification

for contracts and agreements of the Company in excess of USD ,000,000 I United :tates Dollars One Million).

vl To arrange and approve for all documents relating to project finance or the fina trial transactions of the Company to he duly I signed by n person or persons designated by the shareholders.

( vi) To make decision: for the Company to incur indebtedness for borrowed money other than as required by or in connection with the Financing Documents, and for any prepayment be the

Company of indebtedness to the Financing Parties incurred pursuant to the Financing Documents. I (vii) To supervise all 111:1Ch011ti and operations of the Company and to

make all necessary arrangements for smoothly running the business of the Company including but not limited to taking and giving loans and ad winces.

To make decisions lOr and on behalf and in the name of the Company. with respect to grant of authority to operate bank accounts and issue or endorse bills of exchange, promissory p notes, etc., and buy or sell bonds, to accept, sign and deal in bills of exchange, cheques, drafts and securities and issue debentures for and on behalf and in the name of the Company.

12 •

(ix) Fo make decision on the iii -m:e or .te‘,TeaSe of (hc ,,mhorifted tittpital and seek for approval of the Cote:no:tan: or the lskI ntiu !public of l'ak stan and t ?ovt nutter:a of the People's Republic

of China iineedetl, and issue any new. N (x) To make a due siuu on• any merges, consolidation of amalgamation of the Company, nit(For transfer all or a

substantial part u the Company's assets, and/or dissolve vii terminate the • CO3 ri pa n y and • take any liquidatitInintsObrencylbankruptcy action.

(xi) - To approve de•tribulion of dividends to he hareholders,

provided that (i) 110 deciision III rei,.pect- Of the tune tilit id dividend U to he distributed shall be made: exceed(nt.; t1n Mkt:: if dividend us recominended by the 1.3,)ittid and -(ii) all sharchol:km receive the dividend im their respective share sari •

(xu) 1-0 make any de.tision tbr the Company to instMite 1-H1.2:idol-I or arbitration proceAlings with respect to any third party involving,

it k. ,d111) of. o • in relatioil to a value in excess of, HS() 1,0()0,001.s:/- (Uni ed Stiatts Dollars One Ntillien). I To exercise pro vers and fulbll the duties presci•ilted by the Ordinance, ap1.itiahIe laws and the Organizational Docum,euts as prevailing from time (xiv) Proceedings of the geneml nteetin,siutIl he conducted in and the minutes of he meeting shall be lbinted :tad Inti

each time 'itit the itignature of representative of shat•eitolfte4 or". its proxy and ma unlined in

•

DECISION AND RESOLUTION OF SHAREHOLDERS IN GENERAL MEETNICS

30.- All matters ;(,) be discussed at g..::icral meeting shall be presented in the Corm resolutions. Except as provided below, all other resolutions ptesented at Ihe meeting shall be deemed to hat•tt been passed if the shareltelder,: present at tite N meeting, Nykther in person or hypalsy, reipresentiutt, ain:It[):: imjt)rity of My total value of :he issued and paid a; ordinary shares III the Company except for the

Special Resohitions regnip•ti vt,tt: to pass the resolutions. ■

(a) Each ordinary share shall e nide its subscribed shareholder to one vote. These votes shall rank par/ ptssu inter se.

(b) Votes shall be cast by show of [wads, provided that, upon the demand or the shareholders (or their representatives/proxy) representing at least 5% of the issued and paid up slk nes of the Company, balloting in writingpoll shall be obligatory.

Notwithstanding anything contained it Article 29 and 30 above, the decisions on the matters listed below shall require vote of shareholders representing fifty-one percent (51%) of the total value of all issued and paid up shares of the Company unless a Special Resolutions is mandatory undcr applicable laws. (a) Any change in the general t attire of the business or the Company or any I

subsidiary and any disposal of the undertaking or assets of the Company or of any of its subsidiaries or any substantial part thereof other than in the ordinary course of business.

(b) Additional shares or loan ce-tilicates caused to be issued by the Company to each contributing or lend hig party upon the providing of its portion of the equity or loan funding aniount, as the case may be. I (c) Approval of remurcration for the Board and or executives of the Company.

(d) Any transaction, arrangemet t or agreement with a related party or for the benefit of any Director of thc Company or his close relatives.

(e) Making of any loan, financial assistance or guarantee to any Director of the Company or his close reliti Yes and any Shareholder of the Company. I (1) Acquisition or formation of any subsidiary company and acquisition of the undertaking or the whole or part of the assets of any other company or business which in relation to the Company's business is substantial. (g) Conduct Of any business by the Company other than as contemplated under the Organizational Documents or other governing documents or the Company. p

Incurrence of any indebtedness for borrowed money in excess of I'S Dollar 1,000,000/- (United States Dollars One Mill ion)( including, without limitation, approval of all development, construction and permanent

financing arrangements fo• the Company's projects. (i) Increase, other than by way of bonus issue, or reduction, or other alteration whatsoever in the issued share capital of the Company or any of its N subsidiaries, or any variation of the right attached to any or the shares Ibr

the time being in the capital of the Company or any of its subsidiaries, or

the granting of any new options to subscribe for shares or issue of any

securities convertible into shares of the Company or any of its subsidiaries,

or entering into any agi'eer lent for the same.

Any issuance of any voting securities of the Company or the securities of

the Company which are exercisable cir convertible into shares or otter

voting securities of the Co npany or the sale of shares of its subsidiaries.

(k) Any issuance of any securities of the Company having a preference right

to dividends or distributions whether during the lite of the Company or

under dissolution liquidation or winding up.

(I) Any reorganization, consclidation, merger, or other restructuring/business

combination of the Company or any subsidiary with or into any other

company/body corporateLtorporation which is not the Company or a I wholly-owned subsidiary or the Company.

(m) Sale, lease or exchange of all or substantially all or the assets of the

Company. (a) Any amendments or restat ,tment of the Organizational Documents or Other

governing documents or the company.

I (o) Any recapitalization of the Company.

(p) Dissolution, liquidation or winding up or the Company.

(q) Any change in the status of the Company.

(r) Any public offering of secirities of the Company.

(s) Any transaction by the C7ompany with any Party to the JV Agreement, or any Affiliate of any of them.

(t) Encumbrance or change or any part of the Company's assets.

(u) Acquisition or disposal by the Company of any asset or giving or receiving

of any service otherwire titan at market value. I

twhilission of any nekv sharehoider to the Comilaity with or \\ithout it's

rept-escalation in the 13oard c [Directors.

(w) Appointment and removal of auditors of the Company and approval or

their remuneration. p (x) Payment or making of anyy interim or final dividend or any other

distribution to the shareliold;!rs as recommended by the Board of Directors

provided it is in accordance ∎ vith :he JV Agreement and these Articles.

(y) Except as otherwise rer;uired under applicable law, resolutions, actions

and decisions and resolution of the shareholders shall be adopted, taken or

made at a general meeting 1:y the affirmative vote of the shareholders (or

their representatives) representing a simple majority of all outstanding

issued and paid up shares (not just those shares that arc present or I represented by proxy). .

DFLEGATIO:vi "FO VOARD

Tim Company, through a general ince ing, to the extent permitted by applicable law I only delegate its Function; and powers.1));rn time to time to Me Board or Directors.

GENERAL 1,117,F,TING

The Company shall hold in ; .o any other meeting r.CIICra! Int2etliU!, i[s

alli111;.1! general meeting within eighteen (1.4) months From the date elf its a

incorporation and thercafter once al unit in every calendar year within a period of

lour (.4) months Following the close )1' the Financial year and not oink than lifteen

. ( I ."-l) months ;idler the holding. oP its List preceding annual general meeting.

J. Ali g:meral meetings of the Company Diller than the annual general meeting relcrred

lo is Section 1:58 and the stalutot-y meeting mentioneti in Section i Set or the

Ordinance shall be called CN[iTtorclinar,' general meetings.

The Director.; may at ,inv car an IlAtraortlinary (lcneral ;Meeting or the

Comp;ny 10 consider any ■11:111.C;- whiwi rCtillireS the approval of the Company in

general meeting and shrill on the requisition of the Members representing not less

I r. than one tenth (1/10th) of the voting power on the date of the deposit of the requisition forthwith proceed to call an Extraordinary General Meeting.

NOTICE OF MEETINGS I

36. 21 (twenty one) days' notice at the least (exclusive of the day on which the notice is served or deemed to he served but inclusive of the day for which notice is given) specifying the place the day and the hour of meeting, and in case of special business the general nature of that business, shall be given in manner provided by die Ordinance for the general meeting to such persons as are under the Ordinance or the regulations of the Company entitled to receive such notices from the Company but the accidental omission to give notice to or the non-receipt of notice by any member shall not invalidate the proceedings it any general meeting.

PROCEEDINGS AT GENERAL. MEETINGS

37. All business shall he deemed special that is transacted at any Extraordinary General Meeting and all that is transacted a: an annual general meeting, with !he exception of declaring a dividend, the consic eration of the accounts, balance sheet and the report of the Directors and auditors, the election of Directors, auditors and legal advisors.

38. No business shall be transacted at any general meeting unless a quorum of Membetv, is present at that time when the meeting proceeds to business. 2 (two) Mem ers-' U present personally or by Proxy representing at least 25% (twenty five percent) *the • voting powers of the Company eith.:r on their own account or as Proxies shall' b,64/H:. quorum of general meeting.

39. If within half an hour from the time appointed for the meeting a quorum is not present the meeting if called upon the requisition of Members shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same

111 time and place and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present, being not less than 2 (two) shall be quorum and may transact the business for which the meeting was called.

17 a I

40. 'File Chairman, if any, of the Board of Directors shall preside as the Chairman at

every general meeting of the Company but if at any meeting he is not present or is unwilling to act as the Chairman of the meeting the Members present may elect the

Chief Executive or any Director to be the Chairman, or if no Director is present, or if all the DireCtors present decline to take the chair, the Members present shall I choose from amongst them any person to be the Chairman.

41. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and

from plaCe to place, but no business shall be transacted at any adjourned meeting other than the business left' unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 21 (twenty-one) days or more, 7

(seven) clear days' notice at the least of the adjourned meeting shall be given specifying the place and the time of the meeting as in the case of an original I meeting, but it shall not be necessary to specify in' such notice the nature of the business to be transacted at an adjourned meeting. Save as aforesaid it shall not be necessary to give any notice of an 4cm:intent of the business.

42. Subject to Article 34, at a general meeting a resolution put to the vote of the meeting shall be decided on a poll. 43. A poll demanded on the election oft Chairman or on a question of adjournment ■ shall he taken forthwith and poll &mulcted on any other question shall he taken at such time not more than 14 (fourteen) days on which it is demanded or as the

Chairman of the meeting may direct. The demand of a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been den anded.

44. In case of an equality of votes on a poll, the Chairman of the meeting shall be I entitled to a second or casting vote.

If a poll is duly demanded, it shall be :aken in such manner as the Chairman directs, and the result of the poll shall be deemed to he the resolution of the meeting at which the poll was demanded.

VOTES OF iv1EDiBE1ZS 46. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a poll every IVIember present iia person or by proxy shall have 1 (one) vote in respect of each share.

47. On a poll a Member entitled to more than I (one) vote need not, if it votes, use all N • his votes or cast all the votes it uses in the same way.

48. In the 'case of joint holders, the vote of the senior present, whether in persomor by Proxy, shall be accepted to the excl Asion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which their names stand in the Register.

49. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, by his committee or Other legal

111 guardian and any such committee or guardian may, on a poll, vote by Proxy.

50. No objection shall he raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall he valid for all purposes. Any such objection made in due time shall be referred •-o the Chairman of the meeting, whose decision shall he final and conclusive.

51. The instrument appointing a Proxy shall be in writing under the hand of the appointee or of his attorney duly tialtorised in writing, or, if the appointee is a corporation, either under seal, or ruder the hand of an officer or attorney duly authorised. A Proxy need not he a Member of the Company.

52. The instrument appointing a Proxy, or power of attorney or other authority (if ikny.), under which it is signed or a notarially certifietl copy of that •e‘.Ver or atitlirtv,• shall be deposited at the Office not less than 48 (forty-eight) hours before thiktiriieT,, for holding the meeting at which fie person nained in the instrument proposeSTO.HT vote, and in default the instrument of proxy shall not be treated as

53. An instrument appointing a proxy may be in the Iftillowing form, or in any other form which the Directors shall approve:-

"I/We [t] of [•] in !he district of j-] being a member of Norinco International Thaaa Power (Private) Limited, hereby appoint It] of [•1, as my/our proxy to vote for ineitis U and on my/our behalf at the (ordinary or extraordinary, as the case may be) general meeting of the Company to be held on the VI day of [•J, 20[•] and at any adjournment thereof.

Signed this [•] day of [•], 20r•

The instrument appointing a Proxy sht 11 be deemed to confer authority to demand or join in demanding a poll.

5.5. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy cr of the authority under which the proxy was executed, or the transfer of the U shares in respect of which the proxy is given, provided that no intimation in writing

of such death, insanity, revocation or transfer as aforesaid shall have been received tiy the Company at the Office before the commencement of the meeting or adj(iinned meeting at which the proxy is used.

50. Any corporation which is a Meinbe - of the Company may by resolution of its

direct:its or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the I k2rsoa so authorised shall be entitled to exercise the same powers on behalf of the comoration which he represents as that corporation could exercise if it were an individual Member, present in person.

DIRECTORS ■

57. The number of Directors of We Company shall be 4 (Four). Norinco shall have the right to nominate 3 (three) Directors and AN shall have the right to nominate 1 (oilc.) Director. A Director nominated by Norinco will act as the Chairman of the Company and Norinco shall have the tight to replace the Chairman.

The following first Directors will be the subscribers to the Memorandum and (he

Articles of the Company vix:- U Mr. Wang Xinging,

2. Mr. Liu Zhen

3: Mr. Wu Xiaoclitian and

4, Mr. Asad Alam Niazi.

Save its provided in Section 187 of the Ordinance, no person shall be appointed as a U Director unless he/she is a Member of the Company.

The remuneration of the Directors shall rrem time to time for services rendered lo the Company and for attending the mi.clings- may be determined by the Company in the general meeting. A Director who i ; an executive of We Company or of any of its affiliates shall not be entitled to any remuneration for attending meetings of the Board. The Directors may also he paid all travelling, hotel and other expenses, properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in I connection with the business of the Company. Where a Director or a firm of which such Director is a partner or a private company, of which such Director is a director holds an office of profit under the Company other than the office of Chief Executive or an office as legal or technical adviser or banker, the terms of remuneration fOr such office shall be sanctioned by an ordinary resolution passed by the Members of the Company.

60. If any Director being willing shall be called upon to perform extra services as Director or otherwise for any of the purposes of the Company, the Company shall remunerate such Director either by a fixed sum or by a percentage of profit or by both as determined by the Director; and such remuneration shall be in addttion to profit on his shares in the Company.

ALTERN AT E DIRECTORS ■ 61. Subject to the approval of the Directors, each Director shall have the power from time to time to nominate another Director to act as an alternate Director upon such terms and with such power in his place during his absence from Pakistan of not less than 3 (three) months. Each such Eirector will have full discretion to- remove such alternate Director. The alternate Dinctors shall be subject in all respects to the terms and conditions existing with reference to the other Directors of the Company and • such alternate Director while acting in the place or any absent Director shall exercise and discharge all rights and duties of the Director he represents but shall look solely to such Director for his remuneration and shall not be entitled to claim any remuneration from the Company. Any Director of the Company, who is so appointed as an alternate Director, shall he entitled to vote at a meeting of the Directors on behalf of the Director who appointed him as distinct from the vote to which he is entitled in his own capacity as a Director for the purpose of making N quorum of Directors. If the Director appointing the alternate Director ceases to he a Director, then such person appointed as an alternate Director shall also cease to act as a Director. The alternate Director shall ipso fircto vacate office if and when the

• Director appointing hint returns to Pakistan alternate Director shall also cease to act as a Director.

POWERS & DUTIES OF DIRECTORS U

62. The business of the Company shall b, managed by the Directors who may pay all expenses incurred in promoting and ragistcring the Company and may exercise all such powers of the Company as are conferred by the Ordinance or any statutory modification thereof for the tune being in force or by these regulations required to be exercised by the Company in general meeting subject nevertheless to the ovisioty; of the Ordinance or to any of these regulations being not inconsistent with the aforesaid provisions as inay be made by the Company in general meeting I but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

63. l he Directors may from time to time and at any time by power of attorney appoint

any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the r ttorney or attorneys of the Company for such I purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they imly think lit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors inay think fit and may also authorise

any such attorney to delegate all or zny of the powers. authorities and discretions vested in him. U

The Company may exercise the powers conferred by Section 213 of the Ordinance with regard to having an official Seal for use abroad, and such powers shall be

vested in the Directors.

A Director of the Company or a firm ( l'which such Director is a partner or a private company of which such Director is a director may with the consent of the Company in general meeting hold any office o profit under the Company provided that no U such consent is required where the al ice held is that of chief executive or a legal or

technical adviser or banker. 66. Subject to the provisions of Sectior 196 of the Ordinance, the Directors shall not be disqualified from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on bef alf of the Company with any company, o- partnership of or in which any Director of the Company shall. be a member or otherwise interested be avoided nor shall any such Director so contracting or being sucl memL.A. or so interested be liable to account to the Company for any profit realiz& by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established, but the nature of his interest must be disclosed by him at the time specified in sub- section (2) of Section 214 of the Odinance. A general notice that any Director of the Company is a director or a memper of any other named company or is a member of any named firm and is to be regarded as interested in any subsequent transaction with such company or !inn shall as regards any such transaction be sufficient disclosure under the Articles until ti e end of the Financial year in which it was given and after such general notice it sh ill not be necessary to give any special notice relating to any particular transaction with such finn or company.

67. In accordance with the provisions or Section 219 of the Ordinance, a Register shall be kept by the Directors in which shall be entered particulars of all contracts or arrangements and which shall be oxen to inspection by any Member at the Office during business hours.

68. A Director of the Company may be or become a director of any other coMpijny promoted by the Company or in which the Company may be interested as a i)/endor; vendee, Member or otherwise and no such Director shall be accountable benefits received as director or member of such other company.

M 69. All cheques, promissory notes, thafis, bills of exchange and other negotiable- instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from Line to time by resolution determine.

70. The Directors shall duly comply with the provisions of the Ordinance or any statutory modification thereof for tie time being in force, and in particular with the provisions in regard to the registration of the particulars of mortgages and charges N affecting the property of the Compt. ny or created by it, and to keeping a register of the Directors and to sending to the Registrar an annual list of Members, and a summary of particulars relating thereto and notice of any consolidation or increase of share capital, or conversion of shares into stock and copies of the Special a

Resolutions and a copy of the Register of Directors and notifications of any changes therein.

71. The Directors shall cause minutes to b made in books provided for the purpose:-

(a) of all appointments of officers made by the Directors;

(b) of the names of the Director; present at each meeting of the Directors and of any committee of the Directors:

(c) of all resohitions and proceedings at all meetings of the Company, and of the Directors, and of committees of Directors;

and every Director present at any meeting of Directors or committee of Directors

shall sign his name in a book to be kept for that purpose and any such minute of such a meeting if purporting to be signed by the Chairman thereof, or by the

Chairman of the next succeeding meeting of the same body, shall be sufficient

evidence without any further proof of the facts therein stated.

72. The Directors on behalf of the Company may pay a gratuity or pension or allowance

on retirement to any Director who Ins held any other salaried office or place of profit with the Company or to his widow or dependents and may make contributions to any fund and pay premiums for the purchase or provisions of any such gratuity, pension or allowance.

BORROWIN'i POWERS

73. Subject to the provisions of the Ordinance the Directors may borrow or otherwise acquire finance, loans, facilities whether fund based or contingent in nature and whether secured or unsecured, any sum or sums of money as they think fit for the

purposes of the Company's business, or obtain any banking or financial facilities from any bank, financial institution, modaraba or any person on such terms and

conditions as the Directors may agree, including but not limited to raising funds by

way of issue of securities and redcei. lable capital and to secure such borrowings, finance and/or facilities by mortgaging / pledging / hypothecating / charging the assets of the Company and to guarantee and secure repayment of facilities, finance, borrowings of other companies, Finns, persons.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

2,1 74. The office of a Director shall be vacated

(a) he/She is found be of unsound mind by a coott of competent jurir.diction, N (b) he/she is adjuchted an inso vent, or

(e) he/she or any ta-m of which he is a partner or. :My private company ()I'

which he is a director w.tliont ihe sanction of the Comptnvt in general

meeting accepts or holds any office of t-trofit under the (/oinpunv other than. that ()Ca chief executive or a !clot or teel mica I adviser ora bal;kei:,.(it-

(d) he/she absents himself wroth three consecutive ini`:et.ings C f the 1)U•ectors or front al!. ineeting3 of the Lir,:etors for a conrinuous'• period of three mot 'h.;

whichever is the longer without leave of absence. from die 130::I'd nl • Directors, or

(e) he/she or any firm of which he is a l,ur,nei ob any private compa iy which he is a director ac: elms a loan or guarantee from the Company in contravention of Section l )5 of the ORM itine.e, or

• (f) he/she or any firm of which he is a partner or any partner of such fi4-ir_:"t.'r. I anv private compony of he is a member Or directo., with4Olit.r

sonoion of the Dircct,rr in the firm of a resolution passed at 4116-ir'• meeting, enters into any contract with the Company for making sale,* purchase or supply of goods or renderinu services to the (. 'otapany, cr

he/she resign . his office not ietft in wilting to the Company.

Al any time the Company may by resolution in the general inee.ting remove the I Chief Executive of the Company appointed under Article 89: Provided that the resolution for removing a Director/ Chiof Executive sh; II not be deemed to hove

been passed unless the number of votes cast in favour of such a resolutien is not hers than:- (a) the minimum number of v -Act; that Were cast Mr the election of a Director/ Chief Executive at the immediately preceding ei...%tlion of Directors, if the

N resolution relates to removal of a Director erected in the manner provided in Article S9; or

( b) the' total number of wet: lint the time being computed in the inam.er mint

down in Article 80 divided by the number of Directors for the tine-being • a

if the resolution relates to removal of a Director appointed under Article 76 to Article 81 of these Articles.

RETIREMENT & ELECTION OF DIRECTORS

76. At the first annual general meeting of the Company all the Directors shall stand retired from office and Directors shall be elected in their place in accordance with Section 178 of the Ordinance for a term of 3 (three) years.

77. A retiring Director shall be eligible foi re- election.

78. The Directors of the Company shall, srbject to Section 174 of the Ordinance, fix the

number of elected Directors of the Company not later than 35 (thirty-live) days I before the convening of the general meeting at which the Directors are to be elected

and the number so fixed shall not be changed except with the prior approval of the Members in a general meeting of the Company.

70. In respect of any vacancy Occurring, the Directors shall have powers from time to time and at any time to appoint any other qualified person to be a Director of the Company to hold office till expiry of t re term of office of the outgoing Director. I 81). "the Directors shall unless the number of persons who offer themselves to be elected

is not more than the number of Directors fixed under Article 78 he elected by the Members of the Company in the general meeting in the following manner. namely:-

(a) a Member shall have such lumber of votes as is equal to the product of the number of voting shares or securities held by him and the number of Directors to be elected; a (b) a Member may give all his votes to a single candidate or divide them between more than one of the candidates in such manner as he 'nay choose; and

(c) the candidate who gets the highest number of votes shall be declared elected as the Director and then I he candidate who gets the next highest number of votes shall be so declared and so on until the total number of Directors to be elected has been so elected. a

81. If at any meeting at which an election of Directors ought to take place, the places of the vacating Directors are 1101 filled up, the meeting shall stand adjourned till the same day in the next week at the same time and place, and, if at the adjourned

2(1 mectmg ;he places of the vac:MI.1g Directors are not filled up, the vacating Directors

or such of them as have not had their places tilled up shall be deemed to have been re-telected at the adjourned meeting.

U PROCEEDINGS OF' DIRECTOR;i

82. The Directors may meet together tie: the despatch of buSinss or undertake the same

via video or telephonic conlerencing, adjourn or otherWise regulate their meetings,

as they think tit. Questions arising at any meeting shall be decided by a majority of votes. In .case of an equality of votes, the Chairman shall have. a second or casting

vote. A Director may, and the Secret-my on the requisition of a Director shall, at any U time, summon a meeting of the Directors.

83. The quorum necessary for the traosoction or the business of the Directors shall, unless otherwise determined by the Directors from time to time, he 3 (three) Directors.

The continuing Directors may net notwithstanding any vacancy in their body, but, /,F. and so long as their number is reduced below the number fixed by or pursuant t(iihhe' I regulations of the Company as the necessary quorum of Directors, the continciinig

Directors may act for the purpose. of filling a casual vacancy or summonitiV.

get ieral meeting of the Company, bet for t!() other purpose.

85. The Directors shall elect a Cloth-int ;1 of their meetings from amongst the nominee Directors of Norinco and dew:in:hie the period for which he is to hold office nod ;he tirst Chairman shall be Mr. Wang ".8 itming; but if no such Chairman is elected, or it'

1111 al. any meeting the Chairman is not present within 15 (fifteen) minutes idler the time appointed for holding the snore, the Directors present may choose one of tits Norinco nominee Directors present I c be the Chairman of the meeting.

S6. The Directors nlay delegate any of their powers to comanittees consisting of tatch Member or Members of their body as they think lit. Any committee so formed shall in the exercise of the powers so de.evatted conform to any regulatiims that :nay be unposed on it by the Directors. I 87. All acts done at any meeting of the Directors, or or a committee of Directors, or by any person acting as a Director, shalt notwithstanding that it shall afterwards be discovered that there was some defeat in the appointment or continuance in office 61' :my such Directors or person nctiq us aforesaid, or that they or any of them were 1

disqualified or had vacated office, or were not entitled to vote. be as valid as i f every

such person had been duly appointed or had duly continued in office and was

qualified and had continued to be a Di iector and had been entitled to be a Director.

Subject to the provisions of sub-sect on (2) of Section 196 of the Ordinance any resolution of the Directors or of a committee of Directors which is circulated in p

writing Lo all Directors or all lumbers of the committee (as applicable) and

evidenced by writing under Me hands of majority of the Directors or members of

the committee (as the case may be) shall be as valid and effectual as a resolution

duly passed at a meeting of the Directors or of such committee, called and held in

accordance with the provisions of these Articles. Such resolution may be contained

in One document or in several docume its ill like form each signed by one or more of

the Directors or Members of the comalince concerned. U Subject to the provisions of Sections 199 to 201 of the Ordinance the Directors may

from time to time appoint one of the Norinco nominee Directors to the office of the

Chief Executive for such period and cn such terms as they think fit, and, subject to

the terms of any agreement entered inio in any particular case, and to the provisions

of Section 202 of the Ordinance, may revoke such appointment. The first Chief

Executive of the Company till the first annual general meeting shall be Mr. Lin Then. U

The Directors may entrust to and confini upon the Chief Executive any or the powers

exercisable by them upon such !elms and conditions and with such restrictions as

they may think tit, and either collaterally with or to the exclusion of their own

powers. and may from time to time revoke, withdraw, alter or vary all or any of such

powers.

U 111E

9 ! . 'Die Directors shall provide llor the sal.: custody of the Seal which shall only be used

by the authority of the Directors or of i committee of the Directors authorized by the

Directors in that behalf and every instrument to which the Seal shall be affixed shall either be signed by one Director and countersigned by the Secretary or by it second a Director or by some other nelson appointed by the Directors for the purpose or be

signed by the Chief Executive alone. but so that the Director, may by resolution

detertnine, either generally or in any particular ease, that the signature of any I

Director and/or Secretary may he affixed by some mechanical means to be specified in such resolution.

DIVIDENDS AND RESERVES U

92. Subject to Article 38, the Company in the general meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. However the Directors may also from time to time pay to the Members such interim dividends as appear to them justified by the reserves and profits (tithe Company.

93. Unless otherwise directed, dividend may be paid by cheque or warrant sent through the post at the registered address of the Members or person entitled,, or in the case of I joint holders, to the registered address of that whose name stands first in the register in respect of joint holding. And every cheque or warrant so sent shall he made payable to the order of the person to whdm it is sent.

94. No dividends shall be paid otherw Sc than out of profits, of the year or undistributed profits. '

95. The Directors may before recommending any dividend set aside out of the the Company such sums as they think proper as a reserve or reserves which sh:111,:irt..-: the discretion of the Directors, be applicable for meeting contingencies, or For equalizing dividends, or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time lo time think fit. N

96. A transfer of shares shall not pass .he right to any dividend declared thereon after such transfer and before the registration of the transfer.

97. No dividend or other moneys payahle on or in respect of a share shall hear interest against the Company. Dividends unclaimed alter having been declared may he invested or otherwise used by the Directors for the benefit of the Company until claimed and all dividends unclaimed for three years after having been declared may be forfeited by the Directors for the benefit of the Company provided however the Directors may at any time annul suer forfeiture and pay such dividends.

98. Any general meeting sanctioning 01 declaring a dividend in terms of these Articles may direct payment of such divic end wholly or in part, by the distribution of I

specific assets, and in particular of paid-up shares, debentures or debenture stock, of the Company or in any one or more of such ways, and such directions shall be given effect to and where any difficulty arises in regard to the distribution the Directors

may settle the same as they think- expedient and in particular may issue fractional certificates and may determine that etch payment shall be inade to any Member or

Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trdstees upon such trusts for the persons entitled to the dividends as may seem expedient to the Directors. Where requisite, the Directors 'shall comply with Section 73 of the Ordinance and may

appoint any person to sign any contract thereby required on behalf of the person entitled to the dividend and such appointment shall be effective.

I CAPITALIZATION OF PROFITS

The Company in the general meetiMg may upon the recommendation of the Directors resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the

credit of tile profit and loss account or othemise available for distribution, and I accordingly that such sum be set free. for distribution amongst Me Members who would be entitled thereto if distributed by way of dividend and in the same

proportions on condition that the same be not paid in cash but be applied in or towards paying up in full unissued -minutes or debentures of the Company to be allotted and distributed credited as 1111.y paid up to and amongst such Members iii

the proportion aforesaid, and the Directors shall give effect to such resolution.

I00. Whenever such a resolution as aforesaid shall have been passed the Directors shall U make ail appropriations and application of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares or debentures,

if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional

certificates or by payment in cash or o herwisc as they think lit for the east. of shares or debentures ;A:twining distributable in fractions and also to authorise ally person to outer on behalf of all the Members entitled thereto into an agreement with the I

Company providing for the allotment o them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, and any agreement tr ade under such authority shall be effective and binding Qn all such Members.

ACCDUNTS I

101. The Directors shall cause to be kept proper books of accounts as required under Section 230 arid the books of accounts shah be kept at the registered Office of t'ie Company or at such other places as the Directors shall think fit and shall be Open to inspection by the Directors during tusiness hoots. The Directors shall, from time to time, determine whether and to what extent and at what time and. places and under ■what conditions or regulations the accounts and books or papers of the Company or any of them shall be open to inspection of the Members not being Directors and Member or Members (not being Director(s)) shall not have any right of inspecting any account and books or papers of the Company except as conferred by law or authorized by the Directors or by the Company in the general meeting. - •-t 102. The Directors shall, as required by Sections 233 and 236, cause to be prepankiincl.,:tit-t r , to be held before the Company in the general meeting such profit and loss atlecirleni; It tts t• or income and expenditure accounts and balance sheets duly audited and repffifitrizt., are refen•ed to in those sections. A balance sheet, profit and loss account, Maqiiaritii,,- and expenditure account and other reports referred to above shall be made out every year and laid before the Company in the annual general meeting made upto a date not more than ibur months before taich meeting. The balance sheer and profit and loss account or income and expenditure account shah be accompanied by a report of the auditors of the Company and the report of the Directors. A copy of the balance sheet and profit and loss account or income and expenditure ittceount and reports of the Directors and auditors shall, at least 21 (twenty-one) days precedina the meeting, be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given. The Directors shall comply with the provisions of Sections 230 and 236.

I AUDITORS

103. Auditors shall be appointed and their duties, regulated in accordance with Sections 252 and 255 of the Ordinance. The Company shall at each annual general meeting

appoint an auditor to hold orrice front the conclusion or that meeting until the conclusion of the next animal general meeting.

NOT CV.

I04. A notice nay be given by the Company to any Member either personally or by

sending it by post to hits to his registered address or (if he has no registered address

in Pakistan) to the address, if any, within Pakistan supplied by him to the Company for thogiving of notices to him.

il5. (1) Notice of every general inceting shalt be given in some manner hereinbetOre autholiseci to (a) every Member except those Members who ■ (having no registered addreJs within Pakistan) have not supplied to the

Company an address within Pakistan for the giving of notices to them, (b) every person entitled to a shire in consequence of the death or insolvency of a Member, who but to: kis death or insolvency would be entitled to receive, notice of the ineetini j, and (c) the auditors of the Company.

(2) If a Member has no registered address in Pakistan. and has not supplied to the Company an address within Pakistan for the giving of notices to him, zi I

notice addressed to him or to the Members generally and advertised in a newspaper circulating in the neighbourhood of the registered orrice of the Company shall be deemed tc be duly given to him on the day On which the advertisement appears.

(3) A notice may be given by ti c Company- to the joint-holders or a share by giving the notice to the joint-holder named fiat in the register in respect of I the share.

A notice may be given by t ie Company to persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignee of the insolvent or by any like description, at the address (if any) in Pakistan supplied for the purpose by the person claiming to be so entitled, or (until such nn address has been so I supplied) by giving the notice in any manner in which the same 'night have been given if the death or insolvency had not occurred. WINDING U1'

106. If the Company is wound up, the liquidator may,. with the Sanction of a Snecial Resolution of the Company and z ny other sanction requited by the Ordinance, I divide amongst the Members, in specie or kind, the whole or any part of the assets of the Company, whether they consist of property of the same kind or not.

107. For the purpose aforesaid, !:he liquidator may sec such value as he deems fair upon the property to be divided as aforesaid and inay determine how such division shall be carried out as between the Members i• different classes of Members.

108. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for lift benefit of the contributories as the liquid. dor, I with the like sanction, thinks lit, but so that no Member shall he compelled to accept any shares or other securities where tat there is any liability.

SEC lUC'Y

109. Save as otherwise provided in the Ordinance 110 Member or other 'mson (not ix ing a Director) shall he entitled to visit and inspect any of the Company's premises or properties of the Company without the permission of tile Directors ol' the Company for the time being or any person Luiliorised in this behalf by the Directors or to require discovery of or any information respecting. any detail of the Company's trading or any matter which is or may he in the nature of a trade secret, mysteiy of trade or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Directors will be inexpedient in the interest of the Members of the Company to communicate to the public.

INDViMNITY

110. The Chief Executive, Directors, Auditor, Secretary, Chief Accountant, Legal Advisor or other officer of the Coraoany lbr the time being shall be indemailied out of the funds of the Company fro n all suits, proceedings, cost charges, losses, damages and expenses wb,:eli ally oae may incur by reason of any act done or committed to be dote for and on behallof the Company.

DISPLFE RESOLUTION

1 I I . In the event that a dispute, claim or controversy arises between the Company, it's

management of its shareholders, or between the shareholders inter se, or the directors inter se, all steps may be taken to settle the dispute and resolve the issue througn mediation by an accredited mediator before taking recourse to formal dispute resolution such as arbitration cr

■ We the several persons, whose names and addresses are subscribed below are desirous of being formed into a Company in pursuance of the Articles of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names:-

Name and surname CN1C No Father's,' Nationality Occupation Residential Address Number of shares taken Signatures INICOP Husband's by each subscriber No/Passport Name in full No. NORINCO - Chinese Room 301-302, Floor 3. 89,997 (Eighty Nine INTERNATIONAL Building 47, Block 12, Thousand Nine Hundred COOPERATION No.I 88 South-Fourth-Ring Ninety Seven) ordinary LIMITED through its West Road, Fenetai District, shares of PKR 10/- (Pak authorised Beijing. Peoples Republic of Rupees Ten) each representative Wang China Singing, holder of Passport No. PE0575302 AN ENERGY - Pakistani Suite # 201. 2 Floor. 9.999 (Nine Thousand (PRIVATE) LIMITED Horizon Vista, Plot Number Nine Hundred Ninety through its authorised Commercial-i0. Scheme 05, Nino) ordinary shares of representative Asad Block 04. Clifton, Karachi, PKR 10/- (Pak Rupees Alarn Niazi, holder of Pakistan Ten) each CN1C No. 61101- 3375696-9 WANG XINQING PE0575302 Wang Chinese Vice Norinco International Plaza. I (One) ordinary share of Xiaowu President. No. 6, Zhernida Road, PKR 10/- (Pak Rupees Norinco Intl Shijingshan District, Ten) each Cooperation Beijine, Peoples Republic of Limited. China WU X1AOCHUAN PE0026777 Wu Chinese Engineer Floor 22. Fanglinyuan. No. 1 (One) ordinary share of Mineshun 5, Zifano Road, Chaoyane PKR 10/- (Pak Rupees District. Beijing. Peoples Ten) each Republic of China LW ZHEN PE0023582 Liu Yusone Chinese Project Norinco International Plaza, 1 (One) ordinary share of Manager No. 6, Zhengda Road, PKR 10/- (Pak Rupees Shijingshan District, Ten) each ..--. Beijing, Peoples Republic of China

35 ‘s \DAI..-\I NIX/I i 61101- assadt:0 Pakistan: U1.1;)1112S:filiin I Fuse No. 3. I. Street Nk, 71 (One) ordinan, share of 3375090-9 11ussain (,8, Sector F-11/1, PKR 10/- (Pak Rupees Niazi Islant)lhati. Ten) each Total number of shares to bi.) taken 100,00u One I lundred Thousand) ordinary shares of PKR 10/- (Pak Rupees Ten) each

Dated: 'I he 25th cia■of January. 2010

Witness to the above signatures:

NIFT (Address: S PH FLOOR AWT PLAZA, I.I. CHIJNIDRIGAR ROAD, KARACHI 74000)

- • • 4,.....- NORINCO INTL THATTA POWER

•

• Part 4 Memorandum of Association of Incorporation

■

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2mi Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan • Director: +92-2-35371189 Fax:+92-21-35371836 Email: [email protected] •

THE COMPANIES ORDINANCE, 1984

(Private Company Limited by Shares)

MEMORANDUM OF ASSOCIATION

U OF

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED

I. The name of the Company is "Norinco International Thatta Power (Private) Limited"

The Registered Office of the Company will be situated in the Province of the Sindh.

The objects for which the Company is estaDlished are all or any of the following:

1. To carry on all or any of the bus ness of producers, manufacturers, generators, suppliers, distributors, transfonners, converters, transmitters, processors, developers, storers, procurers, carriers and dealers of electricity and energy • generation and any and all products and by-products thereof of every kind whatsoever derived from or in connection with any of the foregoing activities and to perform any and all other acts which are necessary or incidental to the business of and to do any and all ancillary, related or connected activities as may be considered necessary or beneficial or desirable for or in connection with any or all of the aforesaid purposes subject to pennission from NEPRA and other regulatory authorities.

2. To locate, invent, design, develcp, set-up, establish, build, construct, install, provide, repair, maintain and manage, improve, alter, own, use, operate, purchase, acquire, sell or otherwise dispose of, lease or sublease, take op hire, give on hire, or otherwise deal in or turn to account, work, manage operate and control power plants and energy projects systems and facilities and works of every kind and description whatsoever including but not limited to thermal, coal fired, coal-gasification, diesel and )iofuel, steam, gas and combined cycle, hydro, solar, wind, geothermal, waste-to-energy, co-generation or integrated power plants, energy projects systems and facilities and works for and in connection with the distribution and supply of electricity to customers, both public and private, including but not limited to cities, towns, streets, docks, markets, theatres, buildings, industries, utilities and places, both public and private, and for all or any other purposes for which electric energy can he employed subject to permission from NEPRA and other regulatory authorities.

3. To carry on all or any of the business of retailing, trading, importing/04; exporting, supplying, distributing, designing, developing, manufacturitiOnd/,' assembling, installing and testing, transforming, switching, converting, re Pin maintaining, contracting, constructing, operating, using, inspectin reconditioning, altering, removing and hiring products and services of any4iird., and description in connection with power plants, energy projects, systems *4' U thcilities including but not limited to cables, wires, lines, meters, pylons, tracks,' rails, pipelines , transmission facilities and systems, grid stations, cables, overhead lines, sub-stations, switching stations, tunnels, cable bridges, link boxes, heat pumps, dry cells and any other plant, apparatus, equipment, and engineering goods of any kind and description whatsoever for any of the aforesaid purposes.

• ■

4. To nnport, purchase, or otherwise acquire, prospect, explore for, produce, exploit, refine, compound, treat, process, manufacture, purify, blend, reduce, distil, store, transport, market, distribute, supply, buy, sell, transfer and otherwise deal in raw and other materials and their by-products of every kind and description for, or in connection with any of the aforesaid activities, including but not limited to coal, coal-bed methane, petroleum, petroleum products, oil, gas, hydrocarbons, petrochemicals, bituminous substances and any other similar materials of any ■ kind whatsoever.

5. To obtain, procure, purchase, take on lease or sublease, exchange or otherwise howsoever acquire in any part of the world any concessions, grants, claims, licences, leases, option, rights or privileges for any mining objects or purpose or any mines, mining rights or concessions, or any metalliferous lands, gravels of rivers, or any lands containing or believed to contain any metals or minerals (including fossilised minerals), mineral ores or products and to explore, work, exercise, develop let lease sublease out or otherwise howsoever turn to account, deal with or dispose of any sucti concessions, grants, claims, license, lease, mines, lands, option, rights or privileges and the produce thereof. ■ 6. To carry on the business of electricians, electrical engineers and mechanical engineers and of manufacturers, designers, workers, repairers of, and dealers in, electrical and electronic apparatus, machinery and goods of every kind and description.

7. To carry on all or any of the business of electrical, mechanical, motor and general engineers, manufacturers and merchants of, agents for, and dealers in engineering specialities of every description.

8. To purchase or otherwise acquire offices, workshops, buildings, and premises and any fixed and movable machinery, tools, engines boilers, plant implements, patterns and other tooling, stock-in-trade, patents and patent rights, drawings, designs and copyrights convenient or necessary for any of the above activities.

9. To manufacture, produce, process, refine, develop, buy, sell, distribute and otherwise deal in all kinds of chemicals, fine chemicals, industrial and pure chemicals, organic and inorganic chemicals and allied products, formulations and articles.

10. To carry on research and development work and experiments relating to any new ■ material and/or substance or the application of any chemical, organic or other process to any material or substance and to undertake, establish, provide and conduct scientific technical and industrial research or otherwise sponsor or subsidise such laboratories and experimental workshops or projects for such research on a commercial scale.

11. To carry out investigations, and to carry on and undertake basic, fundamental and advanced research, in all branches of science, engineering and technology including without limiting the generality of the foregoing, bio-technology waste :treatment technology environmental technology, mining, geophysical and :geological methods and techniques and other allied and related fields of study and ■ to discover, invent, invest, produce, manufacture, make improvements, modify and scale up plants, machinery, equipment, appliances, apparatus', processes, chemical substances, goods, articles and things of every kind and description.

■ ■

12. To own, establish, construct, set t p, run, operate, manage, administer, promote, invest in or support training and research centres for providing education and training, whether general, professional, technical or vocational, in any and all fields related to or associated with or connected to electric and power generation and allied industries, including without limiting, the generality of the foregoing production generation and distribution activities, operations and services and the I administration and management thereof.

13. To carry on the business of commercial, industrial, business, manufacturing, technical, financial, marketing, distribution, supply chain, logistics, transportation, managerial, personnel, organizational, administrative, information technology and software consultants and advisers and in connection therewith or in relation thereto to provide advice, training, services and assistance of all kinds and every description and for or in connection with any of the forgoing.

14. To carry on the business as advisors, consultants, engineers and technical experts for any trade or industry and to render such advice and services as are usually rendered by technician3, engineers, commercial, economical, industrial and • business consultants, and to prepare, plan, explore, conduct tests and market research, collect data or otherwise assist in the execution of such schemes as may be thought desirable in conjunctior with the business of the Company.

15. To own, purchase, acquire, build, construct, alter, establish, install, lay out, improve, maintain, work, manage, operate, carry out, control, or aid in, contribute or subscribe to the construction, erection, maintenance and/or improvement or working of, any roads, ways, tramways, railways, aerodromes and landing fields, clocks, wharves, piers, bridges, jetties, breakwaters, dredging facilities, moorings, harbour abutments, viaducts, aqueducts, canals, water courses, wells, tanks, 1111 storage installations, refineries, pipes, pipelines, conveyors, telegraphs, telephone, communication apparatus and systems, wireless, gas works, steam works, electric lighting and power works, power houses, hydroelectric plants, laboratories, factories, mills, foundries, workshops boilers, machine shops, warehouses, shops, stores, fuel stores, hangers, garages, guard towers, machinery equipment and other appliances, hotels, clubs, restaurants, lodging houses, baths, places of workshop, hospitals, dispensaries, places of amusement, pleasure grounds, parks, gardens, reading rooms, dwelling houses, offices and other buildings, works and conveniences which may be calculated, directly or indirectly, to advance the Company's interests and to contribute to, subsidise or otherwise assist or take part in, the construction, improvement, maintenance, working, management, carrying out of control thereof, and to take any lease and enter into any working agreement in respect thereof.

16. To purchase, build, charter, affreight, hire and let out for hire, or for chartering and affreightment and otherwise to obtain the possession of, and use, operate arid . dispose of, and employ or turn to account ships, lighters, barges, tugs, launches,- ' boats and vessels of all kinds, at tomobiles, lorries, motor trucks and tractors, airplanes, helicopters, locomotives, wagons, tank cars, and other forms of transport and rolling stock, and otherwise to provide for and employ the same in the conveyance of property and merchandise of all kinds and the transportation of personnel, employees, customers and visitors and to purchase or otherwise to acquire any ship, lighter, barge. tug, launch, boat or vessel of any kind, automobile, lorry, motor truck or tractor, airplane, helicopter, locomotive, wagon, tank car, and other fonn of transport. • 17. To buy, sell, manufacture, make up, prepare, repair, alter, exchange, let on hire, import, export and deal in all kinds of articles and things which may be required for the purposes of any of the businesses aforesaid or commonly supplied or dealt in by persons engaged in any such business or which may seem capable of being profitably dealt with by the Company.

18. To receive goods on consignment, from any company, firm, association of persons, body, individuals, government, semi-government or any local authority and sell the same as agents or as principal.

19. To carry on any other business, connected with trading which may seem to the Company capable of being conveniently carried on in connection with the above, calculated directly or indirectly to enhance the value of the Company or render profitable any of the Company' property or rights and to acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on or proposing to carry on any business which the Company is authorized to carry on.

20. To buy, sell, dispose of, import, export, modify, manufacture, produce, plant, cultivate, prepare, process, treat, repair, alter, manipulate, exchange, hire, let on hire and deal in all kinds of materials, substances, commodities, things, products, goods, merchandise, plant, machinery, equipments, apparatuses, appliances, tools, implements and other articles and things connected with and necessary for carrying on all or any of the Company's business.

21. To early on in or outside Pakistan the business of manufacturers, importers, exporters, retailers, indenters, tram porters, dealers in all articles and commodities akin to or connected with any of the business of the Company capable of being conveniently carried on or necessary for the promotion of the objects herein contained, as permissible, under law.

22. To carry on agency business (except managing agency) and to acquire and hold selling agencies and to act as selling agents, commission agents, manufacturers' representatives and distributing agents of and for the distribution of all kinds of merchandise, goods, commodities, products, materials, substances, articles and things whether finished, semi-finished, raw, under process, refined, treated or otherwise pertaining to trade and :ommerce and for that purpose to remunerate them and to open and maintain and maintain branches, receiving offices, marketing, sales and distribution centres, depots,_ display centres, service centres.

23. To purchase, take on lease or in exchange, hire, apply for or otherwise acquire and hold for any interest, any rights, privileges, lands, building, easements, trade marks, patents, patent right, copyrights, licenses, machinery, plants, stock-in- trade, and any movable and immovable property of any kind necessary or convenient for the purposes of or in connection with the Company's business or any branch or department thereof and to use, exercise, develop, grant licenses in respect of or otherwise turn to account any property, rights, and information so acquired, subject to any pennission required under the law, property of any description which the Company may deem necessary or which may seem to the Company capable of being turned to account, subject to any permission as required under the law.

24. To act as representatives, for any t)erson, firm or company and to undertake and perform sub-contracts, and also act in the business of the Company through or by means of agents, sub-contractors and to do all or any of the things mentioned • ■

herein in any part of the world and either alone or in collaboration with others and by or through agents, sub- cone ractors, or otherwise.

25. To go in for, buy or otherwise acquire and use any patent design, copyright, licenses, concession, convenience, innovation, invention, trade marks, or process, rights, or privileges, plants, tool; or machinery and the like in Pakistan or U elsewhere, which may for the time being appear to be useful Or valuable for adding to the efficiency or productivity of the Company's work or business, as is permissible under the law. • , • 26. To acquire and carry on all or by part of the business or property and to undertake any liabilities of any persoti, Linn, association or company's possession of property suitable for any of the purposes of the Company or carrying On any business which this Company is authorised to carry on and in consideration for the same, to pay cash or to issue shares of the Company.

27. TO enter into arrangements with the government or authority (supreme, municipal, local or otherwise) or any corporation, company, or persons that may seem conducive to the Company's objects or any of them and to obtain from any such government, authority, corporation, company or person any charters, contracts, rights, privileges and 1,sommission which the Company may think desirable and to carry on exercise ,and comply with any such charters, contracts, decrees, rights, privileges and concessions.

28. To enter into partnership, amalgamate, or merge movable and immovable and/or to buy on all interests, assets, liab lities, stocks, or to make any arrangement for sharing profits, union of interests, co-operation, joint-venture, reciprocal concession or otherwise with any person, firm or company carrying on or proposing to carry on any business which this Company is authorised to carry on or which is capable of being conducted so as to directly or indirectly benefit this Company and to have foreign colk borations and to pay royalties/technical fees to collaborators subject to the provisions of the Companies Ordinance, 1984.

29. To establish, promote or assist in establishing or promoting and subscribe to or become a member of any other company, association or club whose objects are similar or in part similar to the objects of this Company or the establishment or promotion of which may be beneficial to the Company, as permissible under the • law. 30. To open accounts with any bank Dr banks and to draw, make, accept, endotse, execute, issue, negotiate and discount cheques, promissory notes, bills of exchange, bills of lading, warrants, deposit notes, debentures, letter of credit and other negotiable instnnnents and securities.

31. To arrange local and foreign cur7ency loans from scheduled banks, industrial banks and financial institutions for the purpose of purchase, manufacture, market, supply, export and import of machinery, construction of factory, building and for the purpose of working capital or for any other purpose as required by the Company. U 32. To sell or otherwise dispose of the whole or any part of the undertaking of the Company, either together or in portions for such consideration as the Company may think fit and in particular, for shares, debenture-stock or securities of any Company purchasing the same.

U 33. To pay all costs, charges, and expenses preliminary or incidental incurred in formation or about the promotion and establishment of the Company and to remunerate any person, firm or company for services rendered or to be rendered in or about the formation or promotion of the Company or the conduct of its business.

34. To give any servant or employee of the Company commission in the profits of the I Company's business or any branch. thereof and for the purpose to enter into any agreement or scheme of arrangement as the Company may deem fit and to procure any servants or employees of the Company to be insured against risk of accident in the course of their employment by the Company.

35. To establish and support or aid in the establishment and support of associations, institutions, funds, and conveniences calculated to benefit persons who are or have been directors of or who have been employed by or who are serving or have served the Company or any other company which is a subsidiary or associate of the Company or the dependents or connection of such persons and to grant pensions, gratuities, allowances, relieves and payments in any other manner calculated to benefit the persons described herein. I 36. To distribute any of the Company's property and assets among the members in specie or in any manner whatsoever in case of winding up of the Company.

37. To guarantee the pertbrmance of any contract or any other obligation of the Company or any other company in relation to the payment of any loan, debenture-stock, bonds, obligations or securities issued by or in favour of the Company or any other company ald to guarantee the payment or return on such investments.

38. To carry out joint venture agreements with other companies or countries within the scope of the objects of the Company.

39. To cause the Company to be registered or recognized in any foreign country.

40. To do and perform all other acts and things as are incidental or conducive to the attainment of the objectives of the Company.

41. To apply for and obtain necessary consents, permissions and licences from any government, state, local and other authorities for enabling the Company to carry on any of its objects into effect as and when required by law. a

42. The objects specified in each of the paragraph of this Memorandum of Association shall be regarded as independent objects, and accordingly shall in no way be limited or restrict (except Ivhere otherwise expressed in such paragraphs) by reference to or inference from the terms of any other paragraph, but may be carried out in as full and ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects of a separate and distinct company.

43. It is hereby declared and undertaken that the Company shall not engage in a banking business, business of dealing in foreign exchange, illegal brokerage or business of an investment company, non-banking finance company, leasing, business of managing agency, investment, payment sales receipt scheme and insurance business directly or indirectly as restricted under the law or in any unlawful business or operations and that nothing contained in the object clauses •

shall be so construed to entitle it to engage in such businesses directly or indirectly and the Company shall not launch multilevel marketing (MLM), pyramid and ponzi schemes.

44. Notwithstanding anything stated in any object clause, the Company shall obtain such other approval or license from the competent authority, as may be required U under any law for the time being in force, to undertake a particular business.

IV. The liability of the members is limited.

V. The authorised capital of the Company is P KR 10,000,000/- (Pak Rupees Ten Million divided into 1,000,000 (One Million) ordinary shares of PKR 10/- (Pak Rupees Ten) each with powers to the Company, to increase o reduce, consolidate, sub-divide or otherwise reorganize the share capital of the Company in accordance with the provisions of the Companies Ordinance, 1984 and subject to any permission required under the law. •

■

■ We the several persons, whose names and addresses are subscribed below are desirous of beim., formed into a Company in pursuance of the

Memorandum of Association and we respectively aaree to take the number of shares in the capital of the Company set opposite to our respective names:-

Name and surname CNIC No Father's/ Nationality Occupation Residential Address Number of shares taken by Signatures /NICOP Husband's each subscriber No/Passport Name in No. full

NORINCO - Chinese - Room 301-302. Floor 3, 89,997 (Eighty Nine Thousand INTERNATIONAL Building 47, Block 12. Nine Hundred Ninety Seven) COOPERA LION No.188 South-Fourth- ordinary shares of PKR 10/- LIMITED through its Rims-, West Road. (Pak Rupees Ten) each authorised Fengtai District. Beijing, representative Wang Peoples Republic of Ringing, holder of China Passport No. PE0575302

AN ENERGY Pakistani Suite # 201, 2'd Floor. 9,999 (Nine Thousand Nine (PRIVATE) horizon Vista. Plot Hundred Ninety Nine) ordinary LIMITED through its Number Commercial- shares of PKR 10/- (Pak Rupees authorised 10. Scheme 05. Block Ten) each representative Asad 04, Clifton. Karachi. Alain Niazi, holder of Pakistan CHIC No. 61101- 3375696-9

WU XIAOCIIUAN PE 0026777 \' a Chinese Engineer floor 22. Fanglinyuan, 1 (One) ordinary share of PKR Mingshun No. 5. Zifang Road, 10/- (Pak Rupees Ten) each Chaoyang District, Beijing, Peoples

8 •

Name and surname CNIC No Father's/ Nationality Occupation Residential Address Number of shares taken by Signatures /NICOP Husband's each subscriber No/Passport Name in No. full

Republic of China

LIU ZHEN PE0023582 Liu Yusong Chinese Project Norinco International 1 (One) ordinary share of PKR Manager Plaza. No. 6, Zhengda 10/- (Pak Rupees Ten) each Road, Shijineshan District, Beijing, Peoples Republic of China

WANG XINQING PE0575302 Wang Chinese Vice Norinco International 1 (One) ordinary share of PKR Xiaowu President. Plaza. No. 6, Zhengda 10'- (Pak Rupees Ten) each Norinco Road. Shijingshan International District, Bennie., Cooperation Peoples Republic of Limited. China

ASAD ALAM NIAZI 61101- Tassadug Pakistani Businessman House No. 331. Street 1 (One) ordinary share of PKR 3375696-9 Hussain No. 68. Sector F-11/1, 10/- (Pak Rupees Ten) each Niazi Islamabad

Total number of shares to be taken 100,000 (One Hundred Thousand) ordinary shares of PKR 10/- (Pak Rupees Ten) each

1-1,,t..,-1. "M.. '1C.!, 4.1.– A.— –I' V_ __ es n I r erti l''''''''''''''' e to he trim ,opy Witness to the above signatures: /A\'"\ tk' NIFT (Address: 5TH FLOOR AWT PE-A2A:1:1:=04UNDRIGAR ROAD, KARACHI 74000) - of Orinpardes'

(1, • V41#.1'r- NORINCO INTL THATTA POWER

Profile of the Experience of the Applicant 1.Profile of the Applicant

• The applicant is Norinco International Thatta Power (PVT.) Limited, a private limited company incorporated under the laws of Pakistan, with its principal office located at Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan. Norinco International Thatta Power (PVT.) Limited is established by NORINCO INTERNATIONAL COOPERATION LTD, a company incorporated under the laws of PRC, with company number • 110000010706353 and having its registered address at Room 301 & 302, 3/F, Building 47, Block 12, No.188, South Sihuan West Road Fengtai District, Beijing, PRC and AN ENERGY (PYT.) LIMITED, a company incorporated under the laws of Pakistan, with company number 0092884 and having its registered office at Suit # 201, 2nd Floor, Horizon Vista, Plot Number Commercial-10, Scheme 05, Block 04, Clifton, Karachi, Pakistan ( "AEPT"). The Company will enter into an implementation agreement and an energy purchase agreement with competent Pakistan government authorities for the Project and will construct, develop, finance, own, and operate the Thatta 100 WM Wind Power Project in Jhampir, Karachi, Sindh. • 2. Experience of the Applicant

The applicant, Norinco International Thatta Power (PVT.) Limited is a new registered company pursuant to the Ordinance of Pakistan. The management staff and members of the company are from the two shareholders of the company. Both the two shareholders and management staff & members have rich experience in electrical industry not only in Pakistan, but also in other countries.

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2'd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-3537I836 Email: norinco-powergqq.com

• •

1)04*.....) NORINCO INTL THATTA POWER

NORINCO International is the business sector of NORINCO in its international economic and technical cooperation, and has become a public listed company on Shenzhen Stock Exchange in 2001. By years of • successful management in the international market, NORINCO International has developed itself into an international engineering contractor with comprehensive capabilities in providing project survey and design, financing, procurement and supply, construction and operation as well as system integration. The typical electrical projects done by Norinco international is as follows: • (1). Turnkey Contract, 2003-2010. The largest hydropower station in Ethiopia. Capacity of 78 MW x 4Units. Winners of "2010 Best of Sustainable & Renewable Power Project" awarded by "Power Engineering" Journal. (2) Lao XESET 2 Hydropower Station EPC / Turnkey project including civil works and E&M works. Installation capacity of 38MWx2Units. Completed in 2009. (3). Since its entry into African and Asian markets in 1997, NORINCO International has successfully completed many Power Transmission • &Transformation projects. I.e. The Power Transmission & Transformation projects completed by NORINCO International in Ethiopia have scattered all over the country within 15 years. (4) Oversea Investment -Lao Nam Phay Hydropower Plant BOT project for 25 years operation period. Installation Capacity: 70MW. Total investment : $220 million Under construction 2014-2017.

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, rd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Email: [email protected] U V1.1..-- NORINCO INTL THATTA POWER Z- P itt Ell /I

Prospectus

■

1 Introduction of Norinco International Thatta Power (PVT.) Limited

Norinco International Thatta Power (PVT.) Limited ("NITPPL" or "Project Company") is a Pakistan based company with the sole objective of developing, financing, building and operating Norinco International 50MW Wind Power Project in Jhampir, Karachi, Pakistan (the "Project"). I The Project is being pursued under the terms of a Letter of Intent ("LOI") issued by DAE in 2015.

2 Sponsor

The Sponsor for Norinco International 50MW Wind Power Project is two shareholder of the Project Company, NORINCO INTERNATIONAL COOPERATION LTD, a company incorporated under the laws of PRC, with company number 110000010706353 and having its registered address at Room 301 & 302, 3/F, Building 47, Block 12, No.188, South Sihuan West Road Fengtai District, Beijing, PRC and AN ENERGY (PYT.) LIMITED, a company incorporated under the laws of Pakistan, with company number 0092884 and having its registered office at Suit # 201, 2nd Floor, Horizon Vista, Plot Number Commercial-10, Scheme 05, Block 04, Clifton, Karachi, Pakistan ( "AEPT"). The Equity of the total investment will be financed by the two shareholders. And the Debt of the p total investment will be financed by commercial Bank, ie. ICBC Karachi, Bank of China (BOC) or China Exim Bank.

3 The Site

Norinco International Thatta Power (PVT.) Limited has acquired land around 2500 acres for the Project Company's Norinco International 50MW Wind Power Project, located at Jhampir in Sindh Province of U Pakistan, about 110km northeast away from Karachi and 80km northeast NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, rd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Email: norinco-powergqq.com

I NORINCO INTL THATTA POWER lbZIERALif Egt

away from Port Qasim, with geographical coordinates of 68°0'4"-68°3'55" E and 25°5'23"-25°8'4" N. The project area stretches in nearly northwest-southeast direction, with a length of about 6.7km and a width of 1.6km. The elevation of the project area is 40m-60m. The site N was selected after going through various technical studies of terrain and assessment of wind.

oll Geo-technical study has been carried out on the Project Site. Soil conditions were found to be favorable for road construction and for installing underground facilities such as wind turbine foundations etc. The bearing capacity is high and stable. A comprehensive Geo-technical study will be conducted under the supervision of EPC Contractor.

4 Onshore and Offshore Contractor, O&M Contractor

I MIS Norinco International Cooperation Limited, a company incorporated under thelaws of the People's Republic of China, as the onshore Contractor, shall execute the Onshore Works of civil construction for Norinco International Thatta 50MW Wind Power

MIS GLORY TOWN HOLDINGS LIMITED, a company incorporated under thelaws of Hong Kong, the People's Republic of China, as the offshore Contractor, shall execute the Offshore work of procuring and N suppling the Equipment and materials for the execution of Norinco

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, rd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Email: norinco-power04,,qq.com NORINCO INTL THATTA POWER lb * t

International Thatta50MW Wind Power Project.

Norinco International Thatta Power (PVT.) Limited will establish its own 0 &M team after the commercial operation. N The key features of WTG procured by M/S GLORY TOWN HOLDINGS LIMITED from M/S Gold Wind Tech. are shown in the following table.

Type of WTG GW121-2.5MW

Height of Hub 90m

Diameter of blade 121 m

Number of blade 3

Capacity 2.5MW

5 Wind Assessment

Based on the calculation and analysis of wind resource, the main wind direction of Thatta wind farm is basically consistent with that of the main wind energy, and west-southwest (WSW) and west (S) winds have the maximum speed, power and frequency, with the prevailing wind in a et direction stable. There is no destructive wind speed in Thatta wind farm, the wind quality is good, the prevailing wind direction is stable, enjoying good wind energy resources. Therefore, Thatta wind farm boasts a desirable site for wind power development.

6 Environmental Studies

As per the requirements of Section 12 of Pakistan Environmental Protection Act (PEPA), 1997, Project Company has completed the Initial Environmental Examination ("IEE") report for the Project. The Project is not likely to have any significant adverse environmental impacts, which could be irreversible or could affect sensitive eco-system, requires involuntary resettlement, or has an unprecedented impact. The Project has no gaseous and other emissions. Sewerage will be treated and reused at the Project Site for sprinkling on the unpaved site to reduce fugitive dust. The Project is also not located in the vicinity of sensitive location of national importance. Therefore Project falls under Category "B" according to

NORINCO INTERN.ATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Email: norinco-power(a)qq.com

• I V11".. NORINCO INTL THATTA POWER

"Pakistan Environmental Protection Agency, Review of IEE & EIA Regulations 1997/2000 (revised)". Sindh Environmental Protection Agency has issued No Objection Certificate ("NOC") to the Project Company on March 4, 2016. U 7 Social Responsibility

The Sponsors of Project Company always regard corporate social responsibility as an important force in building a harmonious society. They also believe in paying full attention to human factors, exercising environmental protections and conservation, increasing employment, and helping build the community. Every year they support numerous educational, sporting, and charity programs designed to help a wide range of people. Operations of the Plant will provide job opportunities especially to the local people. Poverty alleviation, though at minor scale, will be another benefit besides meeting power shortage in Pakistan.

8 Project Agreements

Project Company will sign;

(1). Implementation Agreement with the Government of Pakistan through Alternative Energy Development Board

(2)Energy Purchase Agreement with National Transmission And Dispatch Company Limited (through its Central Power Purchasing Agency on behalf of ex-WAPDA Distribution Companies)

9 Financing

Total Project Cost, expressed in United States Dollars, has been calculated after thorough analyses, evaluation, and understanding of the dynamics that affects the development, construction, and operations of a wind farm in Pakistan.

The Project cost will be financed by a combination of loan and equity. Maximum Loan Equity ratio for the Project is assumed as 70%:30%.

• Equity: Sponsor have lined up the required equity for the Project. Norinco

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2"I Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Email: norinco-powerAq.com I

41"..'-' NORINCO INTL THATIA POWER ltAPIRP*Eht

International and AN Energy (Pvt.) Ltd will contributed 100% of the required equity.

Loan: Project Company is negotiating loan for the Project with ICBC I Karachi, Bank of China and China Exim Bank and will arrange 100% financing for the Project.

10 Tariff

Project Company is filing Upfront Tariff petition with NEPRA separately.

11 Timeline

Tentative financial close date of the Project is August 31st, 2017 and construction will start at the mid of July 2016. Under the terms of the Contract, construction will be completed in 18 months and Commercial Operations Date ("COD") is December 31, 2017.

12 Contact Details

Asad Alam Niazi Director and COO Norinco International Thatta Power (PVT.) Limited Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan. Direct : +92 2135371189 Fax : +92 2135371836

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Email: [email protected] NORINCO INTL THATTA POWER

Part 11 Summary of Plant Details

•

NORINCO INTERNATIONAL THAITA POWER (PRIVATE) LIMITED Suite No. 201, ra Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+ 92-21-35371836 Email: norinco-rnmeftiiiqq.com

0 I

NORINCO INTL THATTA POWER

Summary of Plant details

Regulations 3(5), 3(6), and Schedule 111 of the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999. N Name of Applicant: Norinco International Thatta Power (PVT.) Limited Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Registered Office Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Suite No. 201, 2nd Floor, Horizon Vista, Block 4, Business Office: Clifton, Karachi, Pakistan Director: +92-2-35371189 Fax:+92-21-35371836 Plants Location: Jhampir, Thatta District, Karachi, Sindh, Pakistan Type of Facility Wind National Transmission And Despatch Company Limited (through its Central Power Purchasing Proposed Buyer Agency on behalf of ex-WAPDA Distribution Companies) Plant Configuration a) Plant Size 50WM b) De-rated Capacity(on account of 46MW Air density, humidity, temperature, wake effect, wind direction, rain etc) c) Auxiliary Consumption 1MW d) Total Net Capacity 45MW e) Type of Technology Wind N 0 Number of Unit 20 g) Unit Size 2.5MW each h) Unit Make and Model Gold Wind Tech. GW121/2.5MW i) Commissioning Date October 31st, 2017 j) Expected life of the Project from COD 20-year Plant Characteristics 690V at generator terminal and 132kV at the a) Generation Voltage point of interconnection with the grid 0.95 lagging/leading at turbine output. 0.95 b) Power Factor lagging/ leading at interconnection point.

c) AGC (Automatic Generation Control/ Not applicable AVR (Automatic Voltage ) d) Ramping Rate Not applicable e) Alternate Fuel Not applicable f) Auxiliary Consumption 1MW g) Time to Synchronize As per NTDC's approved specifications Proposed Tariff Upfront Tariff Note: All the above figures are indicative. The Net Capacity available to NTC for dispatch and provision to purchase will be determined through procedures contained in the Agreements or Grid m Code.

NORINCO INTERNATIONAL THATTA POWER (PRIVATE) LIMITED Suite No. 201, 2"d Floor, Horizon Vista, Block 4, Clifton, Karachi, Pakistan Director: +92-2-35371189 kax:+92-21-35371836 Email: norinco-powerAqq.com 1

Reference No: L PA/21116/02/03i1E Ell ENVIRONMENTAL PROTECTION AGENCN GOVERNMENT OF SINDII Plot fi S I -- 2r I. Sector 23, Korangt Industrial Area. Karachi 74900 Ph: 02 I 35005950. 35065021. 15005916 epasindh a ry bernet.pl. U Lax No 021 - 35065910 Dated: 04'k March 2010

SUBJECT: DECISION ON INITIAL ENVIRONMENTAL EXAMINATION (LEE)

I. Name & Address of Mr. Asa! Alain Niati Proponent: Director & CDO Norinco International thatta Power Pvt. Ltd Suite No. 2.01. 2'j Floor. I lorizon Vista. Block -4. Clifton. Karachi 2. Description of Project: Establishment of 100 MW bA ind Farm in thimpir 3. Location of Project: Project site is located in Jhimpir about Ill) km Northeast of Karachi and 80km Northeast of PO with geographical coordinates: 68.'0.1- • 08'3.551 and 4 15'15.23- -16"81 -N. 4. Date of Filing of IliE: 03-02-2016

After careful review and analysis of the Initial I:nvironmental I:xamination (ILE) I report. the Sindh I my ironmental Protection Agency tSL.PA ) accords its approval subject to the following conditions: i) All mitigation measures recommended in It E report should be complied with. for achieving negligible impacts on physical. biological. environmental and socio- economic resources of the area. Sindh Environmental Quality Standards (SEQS) shall be hillowed in letter and spirit. ii) A complete code of I lealth. Safety and Environment (1151) shall be developed which should include efficient parameters at specific work place. For this purpose

I !ISE setup should he established and supervised by a designated I ISE officer at the senior level with sufficient administrative and technical authority to perform the designated functions. Proponent will make sure that the operating instructions and emergency actions are made available to ever) worker labor at the site. Environmental management system shall he made in place during the operation of the project needing towards third party environmental audit and fir achievement of ISO 14000 standards. iii) The proponent shall also appoint a reputable research institute or organization to • conduct a detailed noise mapping/modeling stud) & Avian Risk Assessment and 1

Reference No: EPA/2016/02/03/IEE/1 1 ENVIRONMENTAL PROTECTION .-kGEN( 1 GOVERNMENT OF SINDII Plot r S'l 2. I. Sector 23. Korangi Industrial Area. Karachi 74900 Ph: 021 35065950. 35065621, 35065946

epasindhri C \ ber.net.pk N Fax No: 021 - 35065940 Management Study. The noise modeling report and Avian Risk Assessment and Management Study must he submitted to STPA within 04 weeks from the date of issuance of this approval. iv) lbe proponent shall be under obligation to compensate tOr any significant adverse short term. long term and irreversible impact occurred due to w ind farm operations. During the project execution. sale distances of the under mentioned environmental sensitivities will be maintained: • 500m from communities. industries and main transport network • 300m from community water well • 500m from archaeological cultural site monument • Distance \\ ill be measured from the tip blade of turbines or • and transmission pow er lines associated. • Project auto itN will not be carried out within buffer /one of any projected area designated under Sindh ildlife protection act. v) kmployment should be provided to local people and assured Ibr unskilled jobs. Skilled jobs shall be given to locals alter providing them proper field training. where a minimum training is required. Local people should be informed and explained well in advance about the operation. Compensation should be pros ided to inhabitants in case of loss of agriculture land, crop property, etc., in accordance with the rates. that are agreed upon. All conflicting issues regarding compensation etc. should be settled in advance prior to the start of activity. Benefits to local people will be offered under Corporate Social Responsibility (CSK) policy, community development schemes will be decided in consultation with local communities and may be facilitated by involving district ; local Government office.

vi) I.ocal people should be provided with community \vet fare schemes i.e.. draught I relief programmes. educational programmes. and establishment of health units. veterinary /live stock care unit etc.. which should benefit them and develop mutual trust. Sustainabilitv of these facilities should be ensured.

vii) Campsites w ill be located at least one kilometer away from any settlement to avoid disturbance to the local people. viii) No industrial or residential activity will be permitted on the land allocated for wind energy projects. ix) '1-he project area will be restored to its original nature to the possible extent. For the m purpose. documentation (Photographs) w ill he kept in record.

• Reference No: EPA/2016/02/031i FE/II ENVIRONMENTAL PROTECTION AGENC1 . . GOVERNMENT OF SINDII Plot S I 2 I, S,:iclor Koraligi Industrial Area. Karachi - 74900 Ph: 021 35065950. 35065621. 35065946 epasindli4cyber.rietTk lax No: 02 I - The project shall be constructed in the prescribed time strictly as per schedule. which shall be submitted to this office at the start of construction activity. xi) Compensation \\ ill be provided to the inhabitants in case or loss or agriculture land. crop property.. etc.. in accordance w nh the rates, that are agreed upon. xii) 'Me proponent shall ensure lacilitation to the EPA ollicerts)/official(s) ror the regular inspections to verify the compliance or the PEP Act. Rules and Regulationss framed there under and the conditions contained in this approval. xiii) .rhe proponent shall appoint an Independent Monitoring Consultant (IMC) whose responsibility shall be to monitor the project activities. The IMC shall ensure that the activities at project site are undertaken in environment friendly manner and the mitigation measures are implemented as per the recommendations or ILL. the report shall include pollutants measurement and analysis reports along vy ith photographic records showing therein the environmental conditions at site during the construction and operation stages or project. l'he proponent shall be liable to submit monthly environmental monitoring reports to EPA Sindh. 6. This approval shall be treated cancelled if any of the conditions. mentioned in parm5 above is violated. In follow up of the cancellation of this approval prosecution under the prov ision of sindh Environmental Protection Act. 2014 will be initiated against the proponent. 7. This approval does not absolve the proponent or the dui\ to obtain any other approy or consent that may be required under any other law in force. 8. The ILL report is meant only for proposed activities described in ILE only. Proponent should submit separate approval required under regulations. along with site specific Environment Management Plan for any consequent and subsequent activ it) Mr approval or P.A. Sindh.

Muhammad Inman Sahli- Deputy Director (Technical)

• I

National Transmission and Despatch Company Limited (NTDCL)

Grid Interconnection Study for Evacuation of Power from 50 MW Norinco Wind Power Project to the National Grid

May 2016 Interconnection Tae. of Contents

Table of Contents

Executive Summary

I 1 Introduction 1

2 Technical Data of Norinco WPP 3

3 Study Objectives, Assumptions and Criteria 5

3 1 Study ObjectA/es

3.2 Study Assumptions 5

3.3 Study Critena

4 Proposed Interconnection Scheme 8

5 Load Flow Studies 10

5 1 Peak Load 2819 Scenario 10

5.2 Off-peak Load 2019 Scenario . 12

5.3 Peak Load 2021 Scenario 15

5.4 Conclusions of Load Flow Analysis 17

6 Short Circuit Studies 18 I 6.1 Methodology and Assumptions 18

6.2 Short Circuit Study Results 18

6.3 Conclusions of Short Circuit Analysis 20

7. Transient Stability Studies 21

7 1 Study Methodology 21

7.2 Transient Stability Analysis Results 23

7 3 Conclusions of Transient Stability Analysis .27

8 Power Quality Analysis 28

81 Flicker .28

8 2 Voltage Unbalance . . ,,,,, 29

8 3 Conclusions of Power Quality Analysis .30 I 9 Overall Conclusions and Recommendations 31 I Interconnection :Slot ti. nrco WPP Tabie of Contents

Appendices

Appendix-1 Norinco '..NPP Data Received from Project Sponsor

Appendix-2 Proposed Interconnection Diagram for Nonnco WPP I Appendix-3 Load How Study Exhibits Appendix-4 Short Circuit Study Exhibits

Appendix-5 Dynamic Data of NO1111C0 WPP for Stability Analysis

Appendix-6 Transient Stability Study Exhibits

Interconnection Study for N 'Tic° ',A;PP Executive Summary'

Executive Summary

P 1 Ministry of Water and Power in association with AEDB. Energy Department. Government of Sindh. in April 2016. decided to allocate the 500 MW wind power capacity vacated by Mis NBT Wind Power Pakistan-II & Ill to the 10 Wind Power Projects (WPPs) of approx. 50 MW each at Jhimpir, district Thatta. Sindh, The 10 WPPs comprise of ACT-2. Gul Ahmad Electric, Shaheen Foundation, Din Energy. Zulaikha Energy. Artistic. Harvey (Cacho). Norinco. Western Energy and Trans Atlantic These 10 WPPs are in addition to the already planned/under construction WPPs in Jhimpir and Gharo clusters Afterwards. the list of the selected 10 WPPs was communicated to CPPA-G and NTDCL for information and further action at their ends.

The sponsor of Norinco WPP. i.e.. M/s Norinco International Thatta Power (Pvt.) Limited. has engaged Planning Power department of NTDCL to carry out interconnection studies and to propose interconnection scheme for its power evacuation to the National Grid. The project sponsor of Norinco WPP. as per requirements of NTDCL Planning N Power, provided the project site location/coordinates, and other necessary technical data/information of Norinco WPP.. i.e.. No.. generation capacity. voltage. p.f & type of VVTGs. collector group configuration. gross & net output capacity of the plant. No. & rating of transformers. switchyard voltage levels. single line diagram & equipment rating etc As per information provided by the project sponsor, Norinco WPP comprises of • 20 No. WTGs and each VVTG is of Goldwind make. Type-4 with 2.5 MW gross capacity. The total gross generation capacity of Norinco WPP is 50 MW and total net capacity that will flow to the grid, after subtracting project losses/auxiliary consumption. is 48 MW.

This is the interconnection study report which has been prepared only to propose interconnection scheme for power evacuation from Norinco WPP in integration with other WPPs in its vicinity In this report. he results of load flow. short circuit transient stability and power quality studies have been presented

■

Interconnection Study for Norinco riVPP Executive Summary

with the proposed interconnection scheme for evacuation of power from Norinco WPP to the National Grid in the light of NEPRA Grid Code. p Considering the capacity. locations. existing/planned system network in the area. the following integrated interconnection scheme of the 3 WPPs lying in northern part of Jhimpir including Shaheen Foundation. Norinco. and Western Energy. has been proposed for their reliable power evacuation to the grid.

i) Addition of 4th 220/132 kV transformer at the under construction Jhimpir New (Jhimpir-1) 220/132 kV substation. 132 kV double circuit (D/C) transmission line. approx. 30 km long on ■Greeley conductor for connecting all the 3 WPPs including Shaheen Foundation,Western Energy and Norinco with 132 kV single circuit from Master WPP to Jhimpir-1 In this scheme. the interconnection of Norinco WPP includes 132 kV D/C transmission line. approx. 3 km long. on Greeley conductor for looping In/Out on the 132 kV single circuit from Shaheen Foundation WPP to Master WPP

The following interconnection schemes/network reinforcement proposed with U the other 7 WPPs lying in southern part of Jhimpir. will also be required for the reliable power evacuation of 3 WPPs including Norinco WPP to the grid:

in) 220 kV D/C transmission line. approx. 18 km long. on twin-bundled Greeley conductor for looping In/Out of one circuit of the existing Jamshoro — KDA-33 D/C transmission line at the proposed Jhimpir-2 220/132 kV substation • iv) 220 kV D/C transmission line. approx 7 km long, on twin-bundled Greeley conductor for looping In/Out of one of the planned Jhimpir-1 — Gharo New D/C transmission line at Jhimpir-2.

The above proposed interconnection scheme is expected to be completed in Dec. 2019 It is added that the expected timeline of the proposed interconnection scheme may be extended depending on variation in completion of the related activities. i.e.. preparation and approval of PC-1. funding

U •

Interconnection Study for Nc:,nnco Executive Summary

arrangement. tendering process. contract award. and acquisition. ROW availability and construction etc

Detailed load flow studies have been carried out for various operating scenarios with maximum dispatch from all the existing/under- construction/planned WPPs in Jhimpir and Gharo clusters to evaluate the adequacy of the above proposed interconnection schemes of the 10 VVPPs including Norinco WPP for their reliable power evacuation to the grid.

9. The proposed interconnection scheme for Norinco WPP has been found adequate after performing the load flow studies to assess the steady state U system performance under normal and N-1 contingency conditions. The voltage profile, line loading. frequency and active/reactive power flow etc. from the Norinco WPP and on the grid are within the NEPRA Grid Code criteria. It has been found on the basis of the study results that the power from Norinco WPP can be dispersed to the National Grid in a reliable manner during normal and N-1 contingency conditions without any constraints.

10. The short circuit studies have been carried out with proposed interconnection of Norinco WPP to compute the maximum three phase and single phase short circuit levels at the switchyard of Norinco WPP and other substations in its vicinity. The minimum three phase and single phase short circuit levels have also been carried out at the 132 kV switchyard of Norinco WPP for various number of VVTGs in operation and reduced generation in its vicinity. It is found that the induction of Norinco WPP with the proposed interconnection scheme • has no adverse impact on the existing and proposed substations in its vicinity. 11. The maximum three phase and single phase short circuit levels at the 132 kV switchyard of Norinco WPP are 9 48 kA and 5.56 kA respectively in the year 2021-22 but these are expected to rise due to future grid system expansion and a lot of wind power potential in Jhimpir. Gharo and surrounding areas. Therefore. the short circuit rating of 40 kA would be adequate for the 132 kV switchyard equipment of Norinco WPP U

U •

Interconnection Stuay roe Norinco WPP Executive Summary

12 Transient stability analysis has been carried out for Norinco WPP with the proposed interconnection scheme The stability of the Norinco WPP and the U power system has been checked with application of different disturbances on the wind farm and at the substations in its vicinity. It has been found that the Norinco WPP and the power system remain stable with no adverse effects after subjected to faults as per Grid Code requirement.

13. The LVRT requirements for Norinco WPP have been tested against contingency conditions of 100 ms (5 cycles) under normal clearing time and 180 ms (9 cycles) for delayed fault clearing The stability simulations have proved that Norinco WPP fulfills the LVRT criteria as mentioned in the U NEPRA's Grid Code Addendum for WPPs.

14. The impact of induction of Norinco WPP on power quality has also been analyzed The study results indicate that the power quality indices including flicker and voltage unbalance, remain within the permissible limits as mentioned in the IEC and other international standards. It is clearly mentioned that it is the responsibility of developer of the Norinco WPP to install the plant and necessary compensating equipment at its switchyard on the basis of detailed design/field testing studies to meet the power quality standards as per requirements of NEPRA Grid Code Addendum for WPPs.

15. It is added that the Grid Code Addendum for WPPs is currently under revision and the project sponsor of Norinco WPP will be required to follow/implement the requirements/recommendations given in the revised Grid Code after its approval from NEPRA and make necessary modifications in the • equipment/substation of Norinco WPP, if any. in this regard.

16. It is concluded on the basis of the results of the detailed system studies that the proposed interconnection scheme has no transmission system constraints in power evacuation from Norinco WPP to the National Grid. •

• S

Interconnection Study for Norinco itAIPP Introduction

1 Introduction

There is huge potential of wind power at Jhimpir. Gharo and in their surrounding areas in Southern Part of Pakistan. At present. about 308 MW of Wind Power Projects (WPPs) in operation. whereas, some WPPs are in testing/commission phase and many other WPPs are at different stages of implementation. In 2013, a PC-1 was prepared to propose evacuation scheme of 1756 MW of WPPs, located at Jhimpir. Gharo and near Jamshoro. to the National Grid. Out this wind capacity. a total of 500 MW WPPs located near Jamshoro was planned to be inducted by two companies, i.e.. 250 MW each by M/s NBT Wind Power Pakistan-II (Pvt.) Ltd. and • ) Ltd The LOIs of these two WPPs were NBT Wind Power Pakistan-III (Pvt) cancelled later due to non-achievement of the required milestones.

Ministry of Water and Power in association with AEDB, Energy Department. Government of Sindh. in April 2016. decided to allocate the 500 MW wind power capacity vacated by M/s NBT Wind Power Pakistan-II & III to the 10 Wind Power Projects (WPPs) of approx. 50 MW each at Jhimpir. district Thatta, Sindh.

The 10 WPPs comprise of ACT-2. Gul Ahmad Electric. Shaheen Foundation. Din Energy, Zulaikha Energy. Artistic. Harvey (Cacho). Norinco, Western Energy and Trans Atlantic. These 10 WPPs are in addition to the already planned/under construction WPPs in Jhimpir and Gharo clusters. Afterwards, the list of the 10 WPPs was communicated to NTDCL through CPPA-G Ltd. for their information and further action at their ends.

U The sponsor of Nonnco WPP. i.e.. M/s Norinco International Thatta Power (Pvt.) Limited. has engaged NTDCL to carry out interconnection studies and to propose interconnection scheme for its power evacuation to the National Grid.

The site location/coordinates and other necessary technical data/information of the Norinco WPP. i e number, generation capacity. voltage. p.f & type of WTGs. collector group configuration. gross & net output capacity of the plant: number & U

U S

Interconnection Study for %or- Inc:0*PP Introduction

rating of transformers. single line diagram. switchyard voltage levels & equipment

rating etc . have been provided by its sponsor and is attached in Appendix-1. U As per information provided by the project sponsor. Norinco WPP comprises of 20

No WTGs and each `/IITG is of Goldwind make Type-4 with 25 MW gross capacity

The total gross generation capacity of Norinco WPP is 50 MW and total net capacity

that will flow to the grid after subtracting project losses/auxiliary consumption. is

47 5 MW.

This is the interconnection study report which has been prepared only to propose

interconnection scheme for power evacuation from Norinco WPP in integration with

U other WPPs in its vicinity In this report he results of load flow. short circuit. transient stability and power quality studies have been presented with the proposed

interconnection scheme for evacuation of power from Norinco WPP to the National

Grid in the light of NEPRA Grid Code

■

■ 11

interconnection Study to Nc.rince Technical Data for Nonnco WPP

2 Technical Data of Norinco WPP I The project sponsor has provided the location/site coordinates. micro-siting

arrangements of 1.NTGs. proposed sketch of the WPP and detailed technical data/parameters of WTG and switchyard equipment etc. for Norinco WPP which is

attached in Appendix-1 The salient parameters of Norinco WPP are given as

under:

a) WTG Generator Data.

• Number of WTGs = 20 • • Manufacturer/Model = Goldwind GW121/2500

• Gross capacity = 2.5 MW

• Type = 4

• Voltage = 0.69 kV

• Power factor = 0.9 (Lagging/Leading) b) WTG Arrangement in Wind Farm • • No of collector groups = 3 • No. of WTGs in one collector group = 2 X 7 VVTGs + 1 x 6 WTGs

• Length of each collector group with the switchyard = 2.5. 2.9 & 3.5 km

c) Total Wind Farm Capacity:

• Total gross capacity= 50 MW

• EBOP Losses = 1 MW I • Auxiliary Consumption = 1.5 MW

• Total net output capacity that will flow to the Grid = 47.5 MW

d) Generator Step-up Transformer Data:

• No. of step-up transformers = 2

• Voltage ratio = 0 69/33 kV

• MVA rating = 2.75 MVA

• Percentage Impedance = 6 5%

• I

Interconnection Study for Norinco \A/PP Technic-al Data for Norinco 'AiPP

e) Proposed Switchyard of Wind Power Project: • High Voltage (HV) Level = 132 kV I • Medium Voltage (MV) Level = 33 kV • Bus Bar Scheme = Double bus single breaker • Bus Bar capacity = 750 Amp. (need revision) • Power (HV!MV) transformer No of transformers = 2 Voltage ratio = 132/33 kV MVA rating = 50 MVA Percentage Impedance = 10 5% • • Switchgear data, single line diagram and layout of switchyard attached in Appendix-1

f) Proposed Reactive Power Compensation 2x10 MVAR SVG

The other technical dataiinformation about switchyard equipment is attached in

■ ■

Interconnection Study fc onnco 'A'PP Study Objectives Assumptions and Criteria

3 Study Objectives, Assumptions and Criteria

3.1 Study Objectives

The objectives of the interconnection study are given as under.

To propose the transmission scheme for reliable dispersal of power from M/s Norinco International Thatta Power (Pvt.) Limited) WPP to the National Grid under normal and N-1 contingency conditions.

To evaluate adequacy of the proposed interconnection scheme and to assess the impact of Norinco WPP on the grid system and vice versa through load flow. short circuit transient stability studies and power quality analyses

3.2 Study Assumptions

The system studies are based on the following assumptions.

Latest load forecast.

Latest generation expansion plan. • Latest transmission expansion plans of NTDC and DISCOs, especially HESCO

Export of power from NTDC to K-Electric is assumed as 650 MW.

Interconnected transmission system has been assumed, however, split bus has been assumed at 132 kV bus bars of Hala Road and T.M. Khan Road 220/132 kV substations as per system requirements. a The existing. under-construction and already planned WPPs at Jhimpir and Gharo clusters with their interconnection arrangements. The under- construction 220/132 kV substations, i.e.. Jhimpir New (Jhimpir-1) and Gharo New, with their allied transmission lines are assumed to be commissioned.

As per information provided by project sponsor, the total gross & net capacity of Norinco WPP have been assumed as 50 MW & 47.5 MW respectively. The modeling of Norinco WPP in PSSiE software has been made as under I

5 • •

Interconnection Study 1.1PP Study Objectives Assumptions and Criteria

There are a total number of 20 WT-Gs and two collector groups in the wind farm with each WIG having gross capacity of 50 MW and • generating power at 0.69 kV which has been stepped up to 33 kV through 2 75 MVA transformer

Out of three collector group two collector groups comprising of 7 VVTGs have been modeled with 2.5x7=17 5 MW capacity each and equivalent 0 69/33Kv transformers and one collector group comprising of 6 WTGs has been modeled with 2.5x6=15 MW capacity and equivalent 0.69/33Kv transformer

Each of the three collector groups have been connected through • individual 33 kV cables with 33 kV bus bar of the 132/33 kV substation At 132!33 kV substation. the 2 No 132/33 kV transformers have been modeled separately.

• Other WPPs in the vicinity of Norinco WPP have also been modeled according to their own VVTG capacities and collector group configuration.

• The ±20 MVAR SVG has been modeled at 33 kV bus bar of Norinco WPP. • • This interconnection study report is based on the information supplied by M/s M/s Norinco International Thatta Power (Pvt.) Limited and NTDCL is not responsible for the study results on account of any deficiency and/or inaccuracy of the supplied information

3.3 Study Criteria

The interconnection studies have been carried out keeping in view of the • following system operating criteria/limits in accordance with NEPRA Grid Code:

Voltage Limits ±5% under normal and ±10% under contingency conditions. However. voltages at some generation buses and some substations may be kept upto +8% under normal operating conditions as per network configuration and/or system I requirements

• •

;nterconnection Study fo, 011r= VVPP Study Objectives Assumptions and Critena

Transmission Line 800/0 under normal and 100% under N-1 • Loading Limits contingency conditions Transformer Loading 80% under normal and 110% under N-1 Limits contingency conditions

Frequency Limits 49.8 — 50 2 Hz under normal condition and 49.4 — 50 5 Hz under N-1 condition.

Stability Criteria System stability must be maintained after subjected to the following disturbances

• 3-phase fault at bus bar cleared in 5-cycles/ 100 ms (normal clearing condition) and tripping of the associated circuit.

• 3-phase fault at bus bar cleared in 9 cycles/180 ms (delayed clearing or stuck breaker condition) and tripping of the associated circuit • Low Voltage Ride • A wind power plant must withstand a voltage Through (LVRT) dip down to 30% of retained voltage for a Requirements duration of at least 100 ms for a normal clearing case. and at least 180 ms in the case of stuck breaker contingency event.

• The wind power plant shall manage active power restoration. after the voltage recovery, at a rate of at least 20% of nominal output • power per second. subject to availability of adequate wind speed at site

•

7 • ■

Irterconnection Study f ,ionrico APP Proposed Interconnection Scheme

4 Proposed Interconnection Scheme

17 Considering the capacity. locations, existing/planned system network in the area, the following integrated interconnection scheme of the 3 VVPPs lying in northern part of Jhimpir including Shaheen Foundation. Norinco. and Western Energy, has been proposed for their reliable power evacuation to the grid'

i) 132 kV D/C transmission line. approx 30 km long on Greeley conductor for connecting all the 3 VVPPs including Norinco WPP with 132 kV single circuit from Master WPP to Jhimpir-1. In this scheme. the • interconnection of Nonnco WPP includes 132 kV D/C transmission line approx 3 km long on Greeley conductor for looping In/Out on the 132kV single circuit from Shaheen WPP to Master WPP.

ii) Addition of zit'' 220/132 kV transformer at the under construction Jhimpir New (Jhimpir-1) 220/132 kV substation. The following interconnection schemes/network reinforcement proposed with • the other 7 WPPs lying in southern part of Jhimpir. will also be required for the reliable power evacuation of 3 WPPs including Norinco WPP to the grid'

iii) 220 kV DIC transmission line. approx. 18 km long. on twin-bundled Greeley conductor for looping In/Out of one circuit of the existing Jamshoro — KDA-33 DIC transmission line at Jhimpir-2.

iv) 220 kV D/C transmission line, approx. 7 km long. on twin-bundled • Greeley conductor for looping In/Out of one of the planned Jhimpir-1 — Gharo New D/C transmission line at Jhimpir-2.

It is intimated that lengths of the above mentioned lines are approximate and will be finalized after route survey.

The geographical diagram showing above proposed interconnection scheme for • power dispersal of Nonnco WPP is attached as Figure #1 (Appendix-2). The google

8 • •

Interconnection Study for Proposed Interconnection Scheme •

earth diagram indicating the locations/layout of the WPPs in Jhimpir area including Norinco WPP is also attached in Appendix-2. I

•

9 • I

Interconnection Study t6, l‘lorinco 'NPF' Load Flow Studies •_

5 Load Flow Studies

The detailed load flow studies have been carried out with the proposed interconnection scheme for various operating scenarios with maximum dispatch from all the existing/under-construction/planned WPPs in Jhimpir and Gharo clusters to evaluate the adequacy of the proposed interconnection scheme for Norinco WPP for its reliable power evacuation to the National Grid. In this regard. peak load scenarios for years 2019 and 2021 have been simulated to evaluate the adequacy of the proposed interconnection scheme and performance of Norinco WPP on the system N under normal and N-1 contingency conditions In addition. the load flow studies have also been carried out for Off-peak load condition in 2019 to analyze the impact of the Norinco WPP on the system.

It is to be noted that all the load flow study Exhibits referred in the following sections are attached in Appendix-3 The results of the load flow studies for dispersal of power from Norinco WPP to the National Grid are described as under:

N 5.1 Peak Load 2019 Scenario

Load flow study for the peak load condition in 2019 under normal system condition has been carried out with net output of 47.5 MW from Norinco WPP and is attached as Exhibit #1 0 & 1 CA As per load flow study, the power flows on the transmission lines/transformers at/around Norinco WPP and on the surrounding southern network are given as under.

Power Flow Transmission Line/Transformers (MW) Western-E WPP — Norinco WPP 132 kV S/C 26.9

Norinco WPP — Master WPP 132 kV S/C 744

Master WPP — Jhimpir-1 132 kV S/C 121.5 • Jhimpir-1 — T M Khan 132 kV D/C 227.2

10 •

Interconnection Study. toi Norinco ',NPR Load Flow Studies

Power Flow Transmission Line/Transformers WWI

Jhimpir-1 — Jhimpir-2 220 kV S/C 167.5

Gharo New — Jhimpir-1 220 kV S/C 232

Jhimpir-1 — T M Khan Road 220 kV D/C 504.2

4x250 MVA. 220/132 kV transformers at Jhimpir-1 648 4

The active and reactive power flows from Norinco WPP and other WPPs in its

vicinity remain within limits

I a. N-1 Contingency Analysis

The load flow analysis has also been carried out for N-1 contingency conditions during peak load scenario of 2019 The results of contingency studies are attached as Exhibit #1.1 to 1 10 and are summarized as under:

Exhibit # Contingency Conditions Remarks

U 1.1 Norinco WPP — Master WPP 132kV Power flows on the other S/C out transmission lines and transformers as well as the voltage profile of the system remain within limits

1.2 Norinco WPP — Western-E WPP -do- 132 kV S/C out I 1.3 1x50 MVA, 132/33 kV transformer at -do- Norinco WPP out

1 4 One collector group (7 VVTGs) at -do- Norinco WPP out

1 5 Master WPP — Jhimpir-1 132 kV S/C -do- out N

11 •

Interconnection StLoy ',onnco AiPP Load Flow Studs

Exhibit # Contingency Conditions Remarks • 1.6 1x250 MVA, 220/132 kV transformer -do- at Jhimpir-1 out

1 7 Jhimpir 1 — T M Khan 132 kV S/C -do- out

1.8 Jhimpir-1 —T M Khan Road 220 kV -do- S/C out

1 9 Jhimp r-1 — Jhimpir-2 220 kV S/C out -do-

I 1 10 Jhimpir-1 — Gharo New 220 kV S/C -do- out

b. Comments on Normal and N-1 Contingency Analysis

As per load flow study result. the power flows on transmission lines and transformers at/in the vicinity of Norinco WPP are well within their capacities. In general. the study depicts that the voltage profile of the system and at the switchyard of Norinco WPP is within limits and there would be no transmission system constraints in the flow of power from Norinco WPP to the system under normal and N-1 contingency conditions.

5.2 Off-peak Load 2019 Scenario

Load flow study for the off-peak load condition in 2019 under normal system condition has been carried out with net output of 47 5 MW from Norinco WPP and is attached as Exhibit #2.0 & 2.0A. As per load flow study. the power flows on the transmission lines/transformers at/around Norinco WPP and on the surrounding southern network are given as under.

Transmission Line/Transformers Power Flow (MW) Western-E VVPP — Norinco WPP 132 kV S/C 26.9 I

I I

nterconnectior f !lc() 'APP Load Flow Studies •

Transmission Line/Transformers Power Flow (MW) U Norinco WPP - Master VVPP 132 kV S/C 74.4

Master WPP - Jhimpir-1 132 kV S/C 121.5

Jhimpir-1 - T M. Khan 132 kV D/C 206.2

Jhimpir-1 - Jhimpir-2 220 kV S/C 183.9

Gharo New -- Jhimpir-1 220 kV S/C 19.4

Jhimpir-1 - I M Khan Road 220 kV D/C 504.8

4x250 MVA. 220/132 kV transformers at Jhimpir-1 669.2

It is evident from the above table that the power flows on the 132 kV interconnection circuits of 3 VVPPs including Norinco VVPP remain the same. however, the power flows on the 220 kV circuits and on other part of the system has varied mainly due to lower demand during off-peak load condition in 2019 The active and reactive power flows from Norinco VVPP and other WPPs in its vicinity remain within limits.

a. N-1 Contingency Analysis

The load flow analysis has also been carried out for N-1 contingency conditions

during off-peak load condition in 2019 The results of contingency studies are

attached as Exhibit #2 1 to 2.10 and are summarized as under

Exhibit # Contingency Conditions Remarks I 2 1 Norinco WPP - Master WPP 132 kV Power flows on the S/C out other transmission lines and transformers as well as the voltage profile of the system remain within limits

• I

Interconnection Sticly fur Thrince .A/PF Load Flow Studies

Exhibit # Contingency Conditions Remarks

-do- I 2.2 Norinco WPP — Western-E WPP 132 kV S/C out

2.3 1x50 MVA 132/33 kV transformer at -do- Norinco WPP out

2 4 One collector group (7 WTGs) at -do- Nonnco WPP out

2.5 Master WPP — Jhimpir-1 132 kV S/C -do-

out I 2.6 1x250 MVA 220/132 kV transformer -do- at Jhimpir-1 out

2.7 Jhimpir-1 — T M Khan 132 kV S/C -do- out

2.8 Jhimpir-1 — T M Khan Road 220 kV -do- S/C out

2.9 Jhimpir-1 — Jhimpir-2 220 kV S/C out -do-

2 10 Jhimpir-1 — Gharo New 220 kV S/C -do- out

b. Comments on Normal and N-1 Contingency Analysis

I As per load flow study result. the power flows on transmission lines and transformers in the vicinity of proposed Norinco WPP are well within their capacities. In general the study depicts that the voltage profile of the system is within limits and there would be no transmission system constraints in the flow of power from the proposed Norinco WPP to the system under normal and N-1 contingency conditions.

U •

Interconnection r'4or!nco 'i/VPP Load Flow Studies

5.3 Peak Load 2021 Scenario ■Load flow study for the peak load condition in 2021 under normal system condition has been carried out with net output of 47.5 MW from Norinco WPP and is attached as Exhibit #3 0 & 3 OA As per load flow study the power flows on the transmission lines/transformers atiaround Norinco WPP and on the surrounding southern network

are given as under

Transmission Line/Transformers Power Flow (MW)

Western-E WPP — Norinco WPP 132 kV S/C 26.9 I Norinco WPP — Master WPP 132 kV S/C 74.4

Master WPP — Jhimpir-1 132 kV S/C 121.5

Jhimpir-1 —T.M Khan 132 kV D/C 267.0

Jhimpir-1 — Jhimpir-2 220 kV S/C 111.4 • Gharo New — Jhimpir-1 220 kV S/C 36.2 Jhimpir-1 — T.M. Khan Road 220 kV D/C 533.4

4x250 MVA. 220/132 kV transformers at Jhimpir-1 608 8

The active and reactive power flows from Norinco WPP and other WPPs in its

vicinity remain within limits

• a. N-1 Contingency Analysis The load flow studies have also been carried out for N-1 contingency analysis during peak load scenario of 2021 in the vicinity of proposed Norinco WPP. The results of contingency studies are attached as Exhibit #3.1 to 3.10 and are summarized as

under: •

I U

Interconnection Study f)[- Nornoo ,NPP Load Flow Stud es

Exhibit # Contingency Conditions Remarks

3.1 Norinco WPP — Master WPP 132 kV Power flows on the other S/C out transmission lines and transformers as well as the voltage profile of the system remain within limits.

3.2 Norinco WPP — Western-E WPP -do- 132kV S/C out

3.3 1x50 MVA. 132/33 kV transformer at -do- N Norinco WPP out

3.4 One collector group (7 WTGs) at -do- Norinco WPP out

3 5 Master WPP — Jhimpir-1 132 kV S/C -do- out

3.6 1x250 MVA. 220/132 kV transformer -do- at Jhimpir-1 out

3 7 Jhimpir-1 — T M. Khan 132 kV S/C out -do-

3 8 Jhimpir-1 —T M. Khan Road 220 kV -do- S/C out

3 9 Jhimpir-1 — Jhimpir-2 220 kV S/C out -do-

3.10 Jhimpir-1 — Gharo New 220 kV S/C -do- out

b. Comments on Normal and N-1 Contingency Analysis

As per load flow study results. the power flow on transmission lines and transformers in the vicinity of proposed Norinco WPP are well within their capacities In general. • the study depicts that the voltage profile of the system is within limits and there

a I

interconnection StLin., fo' Norinco 1,IPP Load Flow Studies

would be no transmission system constraints in the flow of power from Norinco WPP to the system under normal and N-1 contingency conditions

5.4 Conclusions of Load Flow Analysis The proposed interconnection scheme for evacuation of power from 50 MW Norinco WPP to the Natrona, Grid has been found reliable in various operating scenarios under normal and N-1 contingency conditions with no transmission system constraints.

■

•

■ Interconnection Study Or Norinco tAlPF, Short Circurt Studes

6 Short Circuit Studies

■ The short circuit studies have been carried out with proposed Interconnection scheme of Norinco WPP to compute the maximum three phase and single phase short circuit levels at the switchyard of Norinco WPP and other substations in its vicinity The studies have been carried out with all the existing and planned generation in operation and with interconnected transmission system. The minimum three phase and single phase short circuit levels have also been carried out at the 132 kV switchyard of Norinco WPP for various number of VVIGs in operation and reduced generation in its vicinity

6.1 Methodology and Assumptions The methodology of IEC 909 has been applied in short circuit analysis for which provision is available in the PSS/E software used for these studies. The maximum and minimum short circuit currents have been calculated with the following assumptions under IEC 909 standard:

• Set tap ratios to unity a • Set line charging to zero

• Set shunt to zero in positive sequence

• The voltage magnitude at bus bars set equal to 1.10 p.0 for maximum short circuit analysis and 0.9 p u for minimum short circuit analysis.

In the short circuit analysis, the parameters of generator and step-up transformer for Norinco WPP. have been assumed as per information provided by its sponsor. attached in Appendix-1. The results of maximum and minimum short circuit studies with necessary details are presented in Appendix-4.

6.2 Short Circuit Study Results

The short circuit studies have been carried out with proposed Interconnection scheme and by using the above parameters for generator and step-up transformer to compute the maximum three phase and single phase short circuit levels at the 132 kV switchyard of Norinco WPP and other substations in its vicinity The studies

18 I

Interconnection Study for .,■orinco WPF, Short Circuit Studies

have been carried out for the year 2021-22 with all the existing and planned generation in operation and with interconnected transmission system except 132 kV split buses at 220/132 kV substations of Hala Road and TM. Khan Road The results of maximum short circuit studies for the year 2021-22 are summarized as under.

Maximum Short Circuit Levels

Name of Faulted Bus Bars Three Phase Single Phase (kA) (kA)

Norinco WPP 132 kV 9.48 5.56

Master WPP 132 kV 11 43 6 39

Western-E \APP 132 kV 8 14 5.40

Jhimpir-2 220 kV 18.96 11.47

Jhimpir-2 132 kV 15 48 12 01

Jhimpir-1 220 kV 19.89 11.66

Jhimpir-1 132 kV 27.59 13.56

The minimum three phase and single phase short circuit levels have also been computed for system scenario of 2019 at the 132 kV switchyard of Norinco WPP with all WTGs and one VVTG in operation; and with reduced generation in operation in its vicinity. The minimum short circuit levels at the 132 kV switchyard of Norinco WPP are tabulated as under: a Minimum Short Circuit Levels at Norinco 132 kV Bus Minimum Short Circuit Levels WTGs in Operation at Three Phase Single Phase N orincoW PP (kA) (kA)

All WTGs 7.39 4.20 One WIG 7 25 4.13

a U

Interconnection Study for r4cr [nco 'AiP Short Circuit Studies

6.3 Conclusions of Short Circuit Analysis

It is evident from the short circuit analysis that the induction of Norinco WPP has no I adverse impact on the existing and proposed substations in its vicinity as far as short

circuit levels are concerned The maximum three phase and single phase short

circuit levels at the 132 kV switchyard of Norinco WPP are 9 48 kA and 5 56 kA

respectively in the year 2021-22 but these are expected to rise due to future grid system expansion and a lot of wind power potential in Jhimpir, Gharo and

surrounding areas Therefore the short circuit rating of 40 kA would be adequate for

the 132 kV switchyard equipment of Norinco WPP

•

U I

Interconnection Study for Norinco WPP Transient Stability Studies

7. Transient Stability Studies

Transient stability studies have been carried out with the proposed interconnection scheme to evaluate the dynamic response of generators and the power system after occurrences of faults The transient stability simulations are used to check in time domain whether the generators at and in the vicinity of Nonnco WPP as well as the power system remain stable after subjected to severe disturbances as per Grid

Code requirement

7.1 Study Methodology The dynamic simulation model of the entire network has been developed in the PSS/E software. The dynamic model parameters of WTG Type-4 used for Nonnco WPP. in the studies are attached in Appendix-5 On the other hand. the dynamic models/parameters of generators exciters and governors of all the other power plants. already available in Planning (Power) NTDCL. have been used in the studies

Two worst types of disturbances have been simulated to assess the stability of the Norinco WPP and the power system as per NEPRA grid code criteria which are given as under

3-phase fault at bus bar cleared in 5-cycles (100 ms) and tripping of the associated circuit

• 3-phase fault at bus bar cleared in 9 cycles (180 ms) (delayed clearing or stuck breaker condition) and tripping of the associated circuit.

The simulations have been run in the time domain in the following sequence:

• Running simulation for initial one second for pre-fault steady state condition.

• Fault application at 1 0 second and running the simulation upto 1.1 second for 5 cycle fault (up to 1.18 second for 9 cycle fault)

• Fault clearance at 1.1 second for 5 cycle fault (1 18 second for 9 cycle fault) and tripping of the associated circuit. •

• I

Interconnection Study tor Nounco lA/FF Transient Stability Studies

7.2 Transient Stability Analysis Results

The transient stability analysis for Norinco WPP with the proposed interconnection

U scheme has been carried out for peak load 2019 scenario. The stability of the

Norinco WPP and the power system has been tested with application of different

disturbances on the wind farm and at the substations in its vicinity. The plotted

results of the stability simulations are attached in Appendix-6 and described as

under.

(i) For Normal Clearing Time (100 ms)

The transient stability studies for faults with normal clearing time of 100 ms • corresponding to 5 cycles. have been carried out The details of the faults & the associated outages monitored variables. respective exhibits and stability behavior of

Norinco WPP & other generators as well as the power system are mentioned and

presented in the following table.

Sr. 3-Phase Fault Exhibit Monitored Circuit Outage Remarks • # Location # Variable 1 Norinco WPP Norinco WPP — 1 1 Bus Frequency Norinco WPP 132 kV Bus Master WPP 132 kV and NTDCL S/C 1 2 Bus Voltage system remain stable. VVTG collector 1.3 group Output (P&Q)

1.4 LVACR

Line Power • 1 5 Flow (P & 0)

1.6 Rotor Angle

2 Norinco WPP NorincoWPP — 1 7 Bus Frequency Norinco WPP 132 kV Bus Western-E WPP 1 8 Bus Voltage and NTDCL 132kV SIC system remain WTG collector stable . 1.9 group Output • (P&Q)

23 • •

Interconnection Study for .R.)!Inco WPP Transient Stability Studies

Sr. 3-Phase Fault Exhibit Monitored Circuit Outage Remarks • # Location # Variable 1 10 LVACR

Line Power 1 11 Flow (P & 0)

1 12 Rotor Angle

3 Norinco WPP One 132/33kV TT at 1 13 Bus Frequency Norinco WPP 132 kV Bus Norinco 132 kV out and NTDCL 1 14 Bus Voltage system remain stable . WTG collector 1 15 group Output U (P&Q)

1 16 LVACR Line Power 1 17 Flow (P & Q) 1 18 Rotor Angle

4 Norinco WPP One Collector Group 1 19 Bus Frequency Norinco VVPP 33 kV MV Bus comprising of 7 and NTDCL 1 Bus Voltage WTGs at Norinconco system remain • WPP WTG collector stable . 1 21 group Output (P&Q)

1 22 LVACR Line Power 1 23 Flow (P & Q) 1.24 Rotor Angle

5 Jhimpir-1 Jhimpir-1 - Jhimpir-2 1 25 Bus Frequency Norinco WPP • 220 kV Bus 220 kV SiC 1.26 Bus Voltage and NTDCL system remain Line Power 1 27 stable . Flow (P & Q) 1.28 Rotor Angle WTG collector 1.29 group Output (P&G))

6 Jhimpir-1 ihimpir-1 - Gharo New 1.30 Bus Frequency Norinco WPP 220 kV Bus and NTDCL 220 kV SiC • 1 31 Bus Voltage system remain

U ■

Interconnection Study or %clr ,APP Trans- ent Stability Studies

Sr. 3-Phase Fault Exhibit Monitored Circuit Outage Remarks # Location # Variable I Line Power stable. 1.32 Flow (P & Q) 1 33 Rotor Angle WTG collector 1 34 group Output kP&Qi

7 Jhimpir-1 Jhimpir-1 — T M Khan 1 35 Bus Frequency Norinco WPP 220 kV Bus Road 220 kV S,C and NTDCL systemm remain 1 36 Bus Voltage

Line Power 1 37 ■Flow (P & IQ)

1.38 Rotor Angle

WTG collector 1.39 group Output (P&Q)

It is evident from the above stability Exhibits that Norinco WPP meets LVRT

requirements as mentioned in the NEPRA Grid Code Addendum for WPPs.

(ii) For Delayed Clearing Time (180 ms)

The transient stability studies for faults with delayed clearing time of 180 ms

corresponding to 9-cycle fault (stuck breaker condition) have been carried out The

details of the faults & the associated outages. monitored variables, respective • exhibits and stability behavior of Norinco WPP & other generators as well as the power system are mentioned and presented in the following table:

Sr. 3-Phase Fault Exhibit Monitored Circuit Outage Remarks Location Variable

1 Norinco WPP Norinco WPP — Master 2 1 Bus Frequency Norinco WPP WPP 132 kV S/C and NTDCL 132 kV Bus Bus Voltage 2 2 system remain WTG collector stable . U 23 group Output

25 • ■

interconnection Study Nciunco PF Transient Stability Studies

Sr. 3-Phase Fault Exhibit Monitored Circuit Outage Remarks Location Variable I (P&Q)

2.4 LVACR

25 Line Power Flow (P & 0) 2.6 Rotor Angle

2 Norinco VVRP Nonnco VVPP- 2 7 Frequency Norinco WPP 132 kV Bus \iVestern-E VVPP132 kV 2.8 Bus Frequency and NTDCL S/C system remain WTG collector stable . 2 9 group Output I (P&G)

210 LVACR

211 Line Power Flow (P & 2.12 Rotor Angle

3 Norinco WPP One 132/33kV T/F at 2.13 Bus Frequency Norinco WPP 132 kV Bus Norinco 132 kV out and NTDCL 2.14 Bus Voltage system remain stable . I WTG collector 2 15 group Output (P&Q)

216 LVACR

2 17 Line Power Flow (P & 0) 2 18 Rotor Angle

4 Norinco WPP One Collector Group 2-19 Bus Frequency Norinco WPP 33 kV MV Bus comprising of 7 WTGs 7 and NTDCL 2 20 Bus Voltage at Norinco WPP ; system remain WTG collector stable . 2.21 group Output (P&Q) 2 22 LVACR Line Power 2.23 Flow (P & 0) 2.24 Rotor Angle I

I ■

Interconnection Stucii INFP Transient Stability Studies

Sr. 3-Phase Fault Exhibit Monitored Circuit Outage Remarks Location Variable

5 Jhimpir-1 Jhimpir-1 - T.M.Khan 2 25 Bus Frequency Norinco WPP 220 kV Bus Road 220 kV SIC and NTDCL Bus Voltage system remain ---- stable. 2 27 Line Power Flow tP & Q) 2.28 Rotor Angle

WIG collector 2.29 group Output 1:38,Q1 ■ It is evident from the above stability Exhibits that Norinco WPP meets LVRT

requirements as mentioned in the NEPRA Grid Code Addendum for WPPs.

7.3 Conclusions of Transient Stability Analysis The results of transient stability analysis indicate that the Norinco WPP & other

generators in its vicinity and the power system remain stable with no adverse effects • after subjected to severe disturbances either on Norinco WPP or at the other substations in its vicinity The stability simulations also proved that Norinco WPP

fulfills the LVRT criteria as mentioned in the NEPRA .s Grid Code Addendum for

VVPPs.

■

27 ■ • Interco nect.o Nor ,Ner Quaty Analysis

8 Power Quality Analysis The power quality analysis is very important for a wind power plant that may cause flicker and distortions in the power supply. These issues become more I significant for weak power systems having low short circuit strength. Therefore. power quality analysis including flicker and voltage unbalance. has been carried out with the proposed interconnection scheme of 50 MW Norinco WPP for the worst case scenario of minimum system short circuit levels in summer 2019.

8.1 Flicker IEC61400-21 standard have been used for the calculation of flicker levels for steady-state continuous operation The probability of 99th percentile flicker • emission from a single inverter during continuous operation for short time Psty and long time flicker level Pn are assumed same and calculated by the following formula:

(A) Pst = Pity = Sk—1 • Nwti=1 ( tia). Sn.02 Where So is the rated apparent power of the WTG • Sk is the short-circuit apparent power at PCC Nwt is the number of WTGs connected to the PCC

The value of c N) may not be greater than 1. therefore for the present analysis, the value of 1 for the worst case has been assumed. PCC is the point of common coupling which is 132 kV bus of the switchyard of 50 MW Norinco WPP.

For the minimum short circuit case. the system network in the vicinity of 50 MW Norinco WPP has been modeled with minimum generation in operation. The short circuit calculations have been done at 0.9 p.0 voltage. The values used in the calculation of flicker are as below:

S = 2.778 MVA = 20 • Sk = 1689.31 MVA Using the above data in Equation (A), we get

P*- = P„ = 0.007354 = 0.74 %

28 • nec:j.77-. "' Pc- ^,er Qua ■ty

Whereas, the acceptable value in !EC Standard is less than 4%. Therefore, the flicker level is far less than the maximum permissible limit which implies that the inverters at 50 MW Norinco WPP would not cause any flicker problem during ■steady state operation even in the weakest system conditions. 8.2 Voltage Unbalance

(i) Voltage Step-Change

The voltage step-change occurs when only a single WTG is energized. The value of voltage change depends on the impedance of the network from the connection point to Point of Common Coupling (PCC). The PCC is 132 kV bus of Norinco WPP, The Voltage step-change should be less than or equal to 3% and this condition is evaluated by using the following formula:

1,* Sivka — (— < 3% (B) e Skis —

Where

Swka is the MVA rating of the inverter Sko is the Short Circuit MVA at connection point

Skas is the Short circuit MVA at PCC

The values used in the calculation of voltage step-change are as below:

= 2 778 MVA SkP = 487 19 MVA = 1658.35 MVA

Using the above data in Equation (8). we get

,w= 0.004027 = 0.40 %

The voltage step-change is less than the maximum permissible limit of 3% which implies that the VVTG would not cause any voltage step-change problem.

(ii) Voltage Fluctuation

The voltage fluctuation has been calculated assuming only one WTG in operation, using the following equation and it is found to be within permissible limits.

29 ■ Volatge Fluctuation = s 1/25 or 4% (C) Ske

Where I Pwka is the MW rating of WTG She is the Short Circuit MVA at connection point

The values used in the calculation of voltage fluctuation are as below:

= 2 5 MW S,,, = 487.19 MVA

Using the above data in Equation (C). we get ■Voltage Fluctuation = 0.005131 = 0.51 %

The value of voltage fluctuation is less than the maximum permissible limit of 4% which implies that the WTG would not cause any voltage step-change problem.

8.3 Conclusions of Power Quality Analysis

The important power quality indices like flicker and voltage unbalance have been computed with Norinco WPP and compared with limits given in IEC and other ■international standards. The study results indicate that the levels of flicker and voltage unbalance are within permissible limits, with the interconnection of subject WPP.

It is added that it is the responsibility of developer of the Norinco WPP to install the plant and necessary compensating equipment at its switchyard on the basis of detailed design/field testing studies to meet the power quality standards as per requirements of NEPRA Grid Code Addendum for WPPs.

30 • Intercor!nectio2 sicns ancJ Recommenjatio:'is

9 Overall Conclusions and Recommendations

On the basis of detailed interconnection studies, the following integrated I interconnection scheme of the 3 WPPs lying in northern part of Jhimpir including Shaheen Foundation, Western Energy and Norinco WPP, has been found reliable for power evacuation to the National Grid:

132 kV DiC transmission line. approx. 30 km long on Greeley conductor for connecting all the 3 WPPs with 132 kV single circuit from Master WPP to Jhimpir-1. In this scheme, the interconnection of Norinco WPP includes 132 kV D/C • transmission line, approx 3 km long, on Greeley conductor for looping In/Out on the 132kV single circuit from Shaheen Foundation WPP to Master WPP.

Addition of 4rn 220/132 kV transformer at the under construction Jhimpir-1 220/132 kV substation.

The following interconnection schemes/network reinforcement proposed with the other 7 WPPs lying in southern part of Jhimpir, will also be required for the reliable power evacuation of 3 WPPs including Norinco WPP to the Grid:

220 kV D/C transmission line, approx. 18 km long, on twin- bundled Greeley conductor for looping In/Out of one circuit of the existing Jamshoro — KDA-33 D/C transmission line at Jhimpir-2.

220 kV D/C transmission line, approx. 7 km long, on twin- bundled Greeley conductor for looping In/Out of one of the planned Jhimpir-1 — Gharo New D/C transmission line at Jhimpir-2.

The above proposed interconnection scheme is expected to be completed in Dec. 2019 It is added that the expected timeline of the a proposed interconnection scheme may be extended depending on variation in completion of the related activities. i.e preparation and

V • flteconnectior c",,Js'or,s ancl RecornrrenciatFors

approval of PC-1, funding arrangement. tendering process, contract award. and acquisition. ROW availability and construction etc.

ii) The results of detailed load flow studies for various operating scenarios indicate that the power from Norinco WPP can be dispersed to the U National Grid in a reliable manner during normal and N-1 contingency conditions without any constraints. The voltage profile, line loading. frequency and active/reactive power flow etc. from Norinco WPP and on the grid are within the NEPRA Grid Code criteria.

iii) The bus bar rating and normal rated current for switchgear equipment in the 132 kV switchyard of Cacho WPP are recommended as 2500 Amperes. • iv) The results of short circuit studies indicate that Norinco WPP and its surrounding WPPs have no adverse impact on the existing and proposed substations in their vicinity as far as short circuit levels are concerned_ The maximum three phase and single phase short circuit levels at the 132 kV switchyard of Norinco WPP are 9.48 kA and 5.56 kA respectively in the year 2021-22 but these are expected to rise due to future grid • system expansion and a lot of wind power potential in Jhimpir, Gharo and surrounding areas. Therefore, the short circuit rating of 40 kA would be adequate for the 132 kV switchyard equipment of Norinco WPP.

v) The results of transient stability analysis indicate that Norinco WPP & other power plants in its vicinity and the power system remain stable with no adverse effects after subjected to severe disturbances either on Norinco WPP or at the other substations in its vicinity. The stability simulations also proved that Norinco WPP fulfills the LVRT criteria as mentioned in the NEPRA's Grid Code Addendum for WPPs.

vi) The important power quality indices like flicker and voltage unbalance have been computed with Norinco WPP. The study results indicate that the levels of flicker and voltage unbalance are within permissible limits as mentioned in the IEC and other international standards, with the U proposed interconnection of Norinco WPP. It is clearly mentioned that it will be the responsibility of developer of the Norinco WPP to install the plant and necessary compensating equipment at its switchyard on the

32 • • Intercoccectior (-Jvca --mcILSICnS 8nC Recomm oe7!or's

basis of detailed design/field testing studies to meet the power quality standards as per requirements of NEPRA Grid Code Addendum for WPPs

vii) It is concluded on the basis of the results of the detailed system studies that the proposed interconnection scheme for Norinco WPP has no transmission system constraints in power evacuation from Norinco WPP to the National Grid.

viii) It is added that the Grid Code Addendum for WPPs is currently under revision and the project sponsor of Norinco WPP will be required to follow/implement the requirements/recommendations given in the revised Grid Code. after its approval from NEPRA and make necessary additions/modifications in the equipment/substation of Norinco WPP. if any, in this regard.

ix) In view of the huge wind potential at Jhimpir & in its surrounding areas, the power system network around Norinco WPP will be developed in future. Therefore, there may be possibility of modification in the interconnection arrangement of Norinco WPP in future, if needed • necessary as per system requirements.

•