09:46     CHINA EB INT'L<00257> - Announcement (4)                            

    or decrease in the expenditure incurred by the                            
    consortium led by OTV Shenzhen as a result of changes                     
    in legislation of the PRC after 15 September 2004.                        
    However, the consortium led by OTV Shenzhen shall pay                     
    all duties and taxes in consequence of its obligations                    
    under the EPC Contract, and the contract price shall                      
    not be so adjusted.                                                       
                                                                              
    4.      The time for completion of the whole of the EPC                   
    Works shall be 24 months from the date on which the                       
    consortium led by OTV Shenzhen receives the notice                        
    to commence works issued by the Project Company's                         
    representative appointed for the EPC Works in                             
    accordance with the terms of the EPC Contract. However,                   
    the consortium led by OTV Shenzhen may apply for an                       
    extension in case of delay caused by, inter alia,                         
    variation of the EPC Requirements with the adjustment                     
    to the completion time agreed by the Project Company's                    
    representative, force majeure events, a cause of                          
    delay giving an entitlement to extension of time in                       
    accordance with the provisions of the EPC Contract,                       
    circumstances on the site which are exceptionally                         
    adverse and were not foreseeable by an experienced                        
    contractor, or any delay, impediment or prevention                        
    by the Project Company.                                                   
                                                                              
    5.      The Project Company shall be entitled to terminate                
    the EPC Contract in accordance with the provisions                        
    of the EPC Contract.                                                      
                                                                              
    6.      If the Project Company (i) fails to pay the                       
    consortium led by OTV Shenzhen the amount due within                      
    42 days; (ii) becomes bankrupt or insolvent, goes into                    
    liquidation, has a receiving or administration order                      
    made against him, compounds with its creditors, or                        
    carries on business under a receiver, trustee or                          
    manager for the benefit of his creditors, or if any                       
    act is done or events occurs which has a similar effect;                  
    (iii) consistently fails to meet the Project                              
    Company's obligations under the EPC Contract; or (iv)                     
    assigns the EPC Contract without the consent of the                       
    consortium led by OTV Shenzhen, then the consortium                       
    led by OTV Shenzhen may terminate its employment under                    
    the EPC Contract by giving 14-days' notice to the                         
    Project Company.                                                          
                                                                              
    7.      The contractor for the civil construction and                     
    mechanical installation works and the contractor for                      
    the electrical installation works shall be selected                       
    and appointed through tendering procedures.                               
                                                                              
    8.      The governing law of the EPC Contract is PRC law.                 
                                                                              
    2.      ES CONTRACT                                                       
    Dated:  3 March 2005                                                      
                                                                              
    Parties:                                                                  
    Employer:       the Project Company                                       
    Supplier:       OTV SA                                                    
                                                                              
    OTV SA is a wholly-owned subsidiary of Veolia Water                       
    Systems, which in turn is a wholly-owned subsidiary                       
    of Veolia Water, a connected person of the Company.                       
    Accordingly, OTV SA is a connected person of the                          
    Company.                                                                  
                                                                              
    Subject matter:                                                           
    Pursuant to the ES Contract, OTV SA shall be                              
    responsible for the design, procurement and delivery                      
    to the port of importation of the foreign equipment                       
    for the construction of the Maidao Extension                              
    Facilities.                                                               
                                                                              
    Condition precedent: