5.

CONFIDENTIAL

Management of NPS

(a) Chairman

Deputy Chairman

General Manager

nominated by KEC/PRC

nominated by HKNIC

For the first ten years from commissioning: nominated by CLP and agreed by KEC.

Chief Engineer

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After five years: nominated

)

)

Other Staff

jointly by CLP and KEC according to ability.

Nominated jointly by CLP and KEC according to ability.

(b)

(c)

Should it be found desirable, external operating staff can be employed. In this consideration, preference should be given to the expertist in the U.K. and China.

Operating staff will be trained prior to commissioning both ! on site and by secondment overseas with the help of the U.K.

Price of Electricity and Electricity Purchase

(a)

+

There should be one single price of electricity as far as NPS is concerned.

The price should be sufficient to cover:

(i)

Depreciation of

fixed

straight-line);

(ii)

Operating cost;

(iii)

Fuel cost;

(iv)

Taxation,

(v)

Profit, etc.;

(vi)

De-commissioning; and

assets

(25 years,

(vii)

De-capitalisation.

(b) NPS will sell 40% of the electricity generated to CLP and

60% to KEC, both at the same price as described above.

CLP will pay for its share of electricity in foreign currency, and KEC will pay in both foreign currency and RMB as determined by the foreign currency requirements of NPs.

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