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CORPORATE GUARANTEE

THIS CORPORATE GUARANTEE is executed on this the ....................... day of 2014.

BY:

SAIF POWERTEC LIMITED, a public company limited by share having its registered
office at Rupayan Centre [8th floor), 72, Mohakhali Commercial Area, Dhaka-1212,
represented by its Managing Director Mr. Tarafder Md. Ruhul Amin, hereinafter referred
to as the "Guarantor Company" (which expression shall unless excluded by or
repugnant to the context will mean and include its successors-in-interest, legal
representatives, administrators and assignees)

IN FAVOUR OF:

China National Machinery Imp. & Exp. Corp., China CMC, registered office in
No.l(W) Fuchengmenwai Avenue, Beijing 100037, China, hereinafter referred to as the
"CMC" (which expression shall unless excluded by or repugnant to the context will mean
and include its successors-in-interest, legal representatives, administrators and assignees)

WHEREAS

A. Upon a request made to CMC for advance payment for the sum of BDT
20,000,000.00(BDT Twenty Million only ), Gurantor Company ( SAIF POWERTEC
LIMITED) agreed to arrange a Corporate Guarantee in favour of the CMC for securing
the the mentioned advance payment, which will be adjusted from the commission amount
under commission agreement against the Repowering of Ghorashal 3rd Unit

B. The Guarantor Company has agreed to irrevocably undertake repayment of the


mentioned amount of advance payment without cavil or argument if the projet become
cancelled or financial closure was not completed within one year.

C. The Guarantor Company has agreed to undertake the obligations stated hereinafter
pursuant to these presents as well as the commission agreement already signed between
SAIF Powertec Ltd. and CMC.

D. Further it is stated that in any case Ghorasal - 3 is not coming in effect, Guarantor
Company will refund these money to CMC
E. Furthermore it is hereby agreed as follows:
1. No assignment by Guarantor
The Guarantor Company may not assign or transfer any of its rights or obligations under
this Guarantee.

2. Disclosure of information
The CMC may disclose to a prospective assignee or transferee or to any other person who
may propose entering into contractual relations with the CMC such information about the
Guarantor Company as the CMC shall consider appropriate.

3. Notices

3.1 All notices, requests or other communications to be sent or furnished under or with
reference to this Guarantee shall be sent to the following addresses:

SAIF POWERTEC LIMITED


Rupayan Centre (8th floor)
72, Mohakhali Commercial Area
Dhaka- 1212
Tel: +88-02-8856358
Fax: +88-02-9855949

China National Machinery Imp. & Exp. Corp., China CMC,


No.l (W) Fuchengmenwai Avenue, Beijing 100037, China
Tel:+86-10-68 99 1188
Fax: +86-10-68-99 10 00

3.2 The CMC and the Guarantor Company may each change its aforesaid address by
giving notice thereof to the other party by registered letter.

4. Law

4.1 This Guarantee is governed by and shall be construed in accordance with the laws of
People's Republic of China

5. Jurisdiction

5.1 All disputes arising in connection with this Guarantee shall be full and finally settled
by the competent Courts in China.
IN WITNESS WHEREOF, THE GUARANTOR COMPANY HERETO HAS
CAUSED THIS GUARANTEE TO BE DULY EXECUTED ON THE DAY,
MONTH AND YEAR FIRST ABOVE WRITTEN.

Signed, sealed and delivered being duly For and on behalf of


authorized by the Board Resolution SAIF POWERTEC LIMITED
dated

In the presence of the following:


Name:
Designation:
1. ________________________

Name:
Address:

2. ________________________

Name:
Address: