MEMORANDUM OF UNDERSTANDING By and Between Sinohydro Corporation Limited And TECSA SA Austral Construcciones SA On the Bidding and Construction in EPCOM Basis of the Kirchner and Cepernic Hydropower Projects July31*, 2012 \ 2) Page I-Total 7 PagesMEMORANDUM OF UNDERSTANDING ‘This Memorandum of Understanding (hereinafter referred to as the "MOU") is made and entered into on the 31" of July 2012 by and between: Sinohydro Corporation Limited. a company duly constituted and existing under the laws of the People’s Republic of China, having its Principal office at No.22 Chegongzhuang West Rd, Beijing 100048, China (hereinafter referred to as “Sinohydro”, which expression shall where the context admits include its successors and assigns) And IECSA S.A., a company duly constituted and existing under the laws of Argentina, having its Principle office at Manuela Saenz 323, 8 Floor, Ciudad Autonoma de Buenos Aires, Argentina (hereinafter referred to as "IECSA”. which expression shall where the context admits include its successors and assigns) And Austral Construcciones SA, a company duly constituted and existing under the laws of Argentina, having its Principle office at Av. J.Gregores 290, Rio Gallegos, Argentina (hereinafter referred to as “Austral”, which expression shall where the context admits include its successors and assigns) Sinohydro hereinafter referred to individually as "Party A" and IBCSA and Austral are hereinafter referred as “Party B”, “Party C” respectively and collectively as the "Parties"). Whereas’ a. The Government of Argentina desires to increase its generation capacity through the development named as of the Kirchner and Cepernic Hydropower Projects in Santa Cruz Province (hereinafter referred to as the “Project” as a whole); b. The Project may be awarded either by a public selection proceeding of a Bidding Process (the “Bidding") or a private selection proceeding of a Government\e Government Process ("G to G”) Page 2- Total 7 Pagesc. IECSA and Austral are the well-known contractors with good experiences and reputation in Argentina and has strong public relation thereof: 4, Sinohydro is the largest professional stated-owned construction company with its achievements of over 65% of medium & mega-size completed hydropower stations in China, and completed over 20 hydropower schemes in Asia, Africa, Latin America, and has successfully assisted many foreign governments and authorities in arranging funds from the China for some medium and mega hydropower projects in Africa. Asia and Latin-America, ete. . Both Parties expressed their interests in working together to jointly participate in the development and construction of this Project. Now therefore it is hereby agreed as follows: 1, Both Parties have agreed to associate themselves as one integrated Joint Venture without scope of work allocation for the specific purpos of jointly preparing and submitting the tender for the Contract for thi Project and jointly executing the Contract if awarded to the Joint Venture. The name of Joint Venture is Sinohydro ~ IECSA - Austral Joint Venture (hereinafter referred to as the “Joint Venture"). 3. The participating interests/shares of the Parties in the Joint Venture are as follows: Party A: Sinohydro 60% (Sixty Percent), acting as leading partner Party B: IECSA 20% (Twenty Percent) Party C: Austral 20% (Twenty Percent) It is agreed by all Parties that the abovementioned percentage of each Party's interest/share and the terms of this MOU, including the Contract awarded by the Employer, shall be adjusted or/and amended subject to the specific requirements of obtaining funds from the Chinese financial banks and institutes for this Project. The Parties shall share the rights and obligations, risks, costs and expenses, losses and profits arising out of or in any way connected with the Contract and the performance of the Project, and shall Page 3-Total 7 Pages \Wparticipate in the provision of working capitals, in any issue or procurement of sureties, bonds or guarantees and the required indemnities in the ownership of goods jointly acquired in connection with the Contract, in any and all rights, duties and liabilities arising out of this Agreement, in the above respective proportions, except as otherwise provided for in this MOU. Each Party shall bear its own costs and expenses incurred for the preparation and submission of the Tender, contract negotiations and any other activities prior to si ing the Contact for this Project. The actual expenses incurred for consulting services by third parties shall be reimbursed and paid by all the Parties in proportion to their participating Interests/shares in the Joint Venture. provided that such expenses shall have been approved in writing and in advance by all the Parties. Prior to submission of the proposal in the Bidding or “G to G", all Parties shall enter into a comprehensive Joint Venture Agreement on basis of the principles set out in this MOU and the requirements of the bidding documents issued by the Employer. In that sense, prior to submission of the Tender, all decisions related to the Project shall be taken unanimously by the Parties. Parties shall make joint efforts to assist the Government of Argentina and/or its authorities in applying and securing from the Chinese banks and financing institutes funds required for the development and construction of this Project. No Party shall, however, have a claim against any other Party arising out of a failure for the financing settlement either from the Chinese banks or other financing institutes. Parties shall provide to the other Party previous tender and their previous bidding documents including but not limited to technical and financial documents, and relevant design proposal and drawings for this Project before, so as to facilitate the Joint Venture to prepare and complete their tender documents: provided that such documents and drawings are not subject to confidentiality obligations with third parties. \ V7 q Page 4-Total 7 Pages a10. ® ‘The Parties agree that by entering into this MOU it will be necessary to provide each other with certain confidential information relating to the Project provided that no party, acting reasonably, shall be obliged to disclose to any other third party documentation relating to the Project not intended for release outside such Party's organization other than its own advisors, consultants, agents, bankers and/or governmental agencies. The confidentiality obligations and undertakings set out in this MOU do not apply to information which is: 1) _at the time of disclosure to the other Party, in the public domain or subsequently comes into the public domain other than by reason of a breach of this MOU: or 2) already lawfully in the other Party's possession on a non-confidential basis prior to its disclosure or which is known to the other Party before the date the information is disclosed. The Parties acknowledge and agree that their confidentiality obligations and undertakings under this MOU shall be continuing and in particular shall survive for a period of two (2) years after the termination of this MOU. No Party shall, without prior written consent or authorization in each case from the Parties concerned create obligations, assume obligations, accept commitments, incur debts or waive rights for and on behalf of any other Party or /and this Joint Venture. This MOU shall be governed by and construed in accordance with the laws of France. Any dispute. controversy or claim arising out of or relating to this MOU, or the breach, termination or invalidity thereof. shall be settled by the Paris International Arbitration Centre (“PIAC”) in accordance with the UNCITRAL Arbitration Rules as at present in force. The arbitration shall be managed by PIAC in accordance with its practice. rules and regulations. The number of arbitrators shall be three, one of which shall be appointed as the chief arbitrator or presiding arbitrator, which the appointing authority shall be the Chairman of PIAC and the language to be used in the arbitral proceedings shall be English. \Q age S-Total 7 PagesThe arbitration award shall be final and binding upon all Parties and consequently neither Party shall attempt to file appeal with or seek re-judgment from courts under any jurisdiction except for the sole purpose of applying for enforcement of the arbitration award. 11. Any communication of documents given to the other party shall be in writing and shall be deemed to have been duly delivered to the party to which it is addressed as follows: (Mr. Luis Bonfanti Mr. Sun Xiao (Mr, Carles Pistin TBCSA SA. Sinohydro Corporation Limited Austral Construcciones S.A. Pho #54 11 6315 1508 Ph. $5 10 5898 4974/ Phi + 5111 4328 6680 5838 4919 Fay! +54 11 5819 3866, Foxit 86 10 8896 0141 Fox + 54 11 4925 4484 Enuil thonfanti@grupoods.comat — Eynaitsunxiav@sinohydro.com Email enrlos pistant@austratsa.com.ar Add’ Manuela Stenz 223, 8" floor, Add: Room G10, No.22, Add: Corahelas 242, 5 floor. Buenos Buenos Aires, Argentina Chegongchusng West Rd, Alves, Argentina Haidian Distiet, Being. China 12. This MOU shall become binding and enforceable upon signature thereof by all Parties and shall terminate on the earliest to occur of the following events: 1) the proposal for the Project is successful and a new agreement therein is entered whereby superseding this MOU: 2) final rejection of the proposal by the Employer, 3), the Project is cancelled by the Employer: 4) the Parties mutually agree to withdraw from this MOU: Upon such termination. no Party shall have any claims against the other(s). 13. The Parties will be exclusive partners to each other for this Project. Therefore each Party guarantees to the other Parties that neither any of its controlled companies, subsidiaries. associated company nor parent companies shall individually or jointly with others submit a separate reposal for the execution of the Project. nor part thereof, nor De \ posta aes { 4)enter into any agreement with any company. consortium, joint venture or other organization which is competing with or attempting to compete with the Joint Venture or the Parties with respect to the tender. the bid, the contract and the works, 14, During negotiation of the Joint Venture Agreement set forth in article 5. the Parties shall consider the possibility that any Party shall have a first right of preference before third parties for undertaking all or part of the Works related to the Project that the Joint Venture decides to subcontract, provided that such a right of preference is exercised on equal technical and economic basis as to the ones offered by such third parties, ‘The MOU is prepared in English, and three originals, each company holds one copy. Party A Party B Signature ap Signature: > % \ ity Name? Mr. TIAN Haihua Name: Mr. Javier\Sanchez Caballero Ms. Alejandya E, Kademian Company: Sinohydro Corporation Limited Company: IECSA Party C Signature a / 2 Name: Mr. Mendoza, Sétfio Company: Austral Construcciones SA Page 7-Total 7 Pages