Health, Safety and Environment (HSE)

Management Agreement

1 General Principles

1.1 With a view to standardizing the rights, obligations and responsibilities of China
Non-ferrous Metal Industrys Foreign Engineering and Construction Co., Ltd.
(hereinafter referred to as the "NFC") in respect of health, safety and environment
(hereinafter referred to as the "HSE") during the project contract execution, protecting
the property safety and environment of operating workers, circumjacent people and
enterprises, both parties sign this agreement, on the basis of equality and free will and
upon the consensus reached after consultation, in accordance with India laws and
regulations, the HSE requirements from HZL as well as the Health, Safety and
Environment Management System Document of China Non-ferrous Metal Industrys
Foreign Engineering and Construction Co., Ltd (hereinafter referred to as the "HSE
Management System Document of NFC").
1.2 All HSE requirements from HZL should be followed strictly by both Party A and Party B
during the project contract execution, and In case of conflict between the agreement
and the HSE requirements from HZL, the HSE requirements from HZL prevails.

2 Terms and definitions

2.1 Party A refers to NFC India Private Limited (NFC).

2.2 Party B refers to Uniseven Engineering & Infrastructure Private Limited (Uni7) and
Associated Industrial Furnace Private Limited (AIFL).
2.3 ACCIDENT/INCIDENT refers to the unforeseen circumstance that leads to or may lead
to personal injury or death, loss of property or environmental damage within the work
scope specified by Civil Contract (NFCI-ZF01-01) and Erection Contract (NFCI-ZF01-02)
between Party A and Party B.
2.4 FORCE MAJEURE refers to the unforeseeable, unavoidable and insurmountable
objective condition.
2.5 HSE MANAGEMENT PLAN refers to the scheme, plan or other document developed

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 by Party A to achieve its goals of occupational health, safety and environment, reduce
material risk and plan the HSE management of project, including the HSE documents
developed for the special activities or tasks not covered by the existing program
documents, work documents, institutional regulations, etc.
2.6 PERMIT TO WORK refers to management requirement that any dangerous work, such
as work in restricted space, high-place operation, hoisting work, excavation work, work
exposed to rays, work at night, work under high-voltage power line and blasting work,
be carried out upon the approval for the written application for any such work.
2.7 HZL refers to Hindustan Zinc Limited, the owner of the project.

3 Engineering profile

3.1 See Civil Contract (NFCI-ZF01-01) and Erection Contract (NFCI-ZF01-02) between
Party A and Party B.

4 Contract Term

4.1 The term of HSE management agreement is as same as that of Civil Contract
(NFCI-ZF01-01) and Erection Contract (NFCI-ZF01-02). Any change of term of Civil
Contract (NFCI-ZF01-01) and Erection Contract (NFCI-ZF01-02) will lead to the same
change of term of HSE management contract.

5 Party A's rights and obligations

5.1 Party A shall manage, evaluate and assess Party B's HSE work in accordance with the
provisions of the HSE Management System Document of NFC, and have the right to
terminate the construction contract and require Party B's exit within a time limit
according to the contractor assessment result.
5.2 Party A shall review Party B's HSE performance, enterprise qualification, personnel
qualification, technical merit and HSE warranty condition, in accordance with the
provisions of the HSE Management System Document of NFC.
5.3 Party A shall have the right to require the exit of any person in serious violation of laws
and regulations or Party A's HSE management.
5.4 Party A shall organize the review of design and construction plan submitted from Party B,
conduct the safety assessment and acceptance of construction machine and equipment;
review and file the HSE management plan, permit to work, emergency plan for site

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 accident as developed by Party B for construction work.
5.5 Prior to the commencement, Party A shall organize the review of Party B's preparation
for HSE, and approve the commencement after it is ensured that the persons,
equipment and operation environment meet the conditions for commencement.
5.6 Party A shall have the right to supervise and check Party B for HSE at any time within
the work scope as specified by Civil Contract (NFCI-ZF01-01) and Erection Contract
(NFCI-ZF01-02), stop Party B's any work against rules, command against rules or any
act in violation of labor discipline, and instruct Party B to make correction within a time
limit; and may order the immediate stop of work and the correction, if there is any
possible danger to the personal safety or material loss to property.
5.7 In the event of any accident Party B has, Party A shall have the obligation to assist Party
B in response to accident to prevent worsening of such accident. Party A shall organize
or participate in the accident investigation in accordance with the relevant regulations,
and shall have the right to request the relevant information provided from Party B.
5.8 Party A shall notify Party B of the result of evaluation and assessment, qualification
review, supervision and check for Party B.

6 Party B's rights and obligations

6.1 Party B shall "highlight safety, focus on prevention and perform comprehensive
treatment" as required by the work safety policy, earnestly implement the national, local
and industrial laws, regulations, standards, rules, codes and operation procedures on
HSE, strictly implement Party A's requirements, rules and codes for HSE, respect and
accept Party A's guidance, supervision and check.
6.2 Party B shall prepare the project site emergency plan and conduct regular practice of
such plan, and provide and maintain appropriate safety protection facilities,
environmental protection facilities, emergency rescue supplies and equipment.
6.3 While setting up the project department, Party B shall set up a special HSE
management organization and provide the competent HSE management staff. Party B
shall report to Party A in advance the information on HSE management organization
and qualification of staff thereof, and shall not allow any staff to work unless such staff is
approved as reviewed and confirmed by Party A, and report any change of the such
organization or staff to Party A for examination and approval.
6.4 Party B's HSE management organization shall comprise at least the HSE manager and
HSE supervisors. The HSE manager shall get valid HSE certificate, and at least 5 years'

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 relevant working experience; the HSE supervisors shall account for quantity required by
HZL, and shall have at least 3 years' relevant working experience.
6.5 Party B shall assess the ability of project HSE managers, regional HSE supervisors and
site HSE staff on a regular basis, and replace those who do not meet the job
requirements in a timely manner so that the HSE work can proceed well.
6.6 Party B shall maintain the work safety and environmental protection facilities, equipment
and devices provided by Party A for use by Party B.
6.7 Party B shall identify and assess the risk of source of hazard and environmental factors,
and develop the risk control measures and scheme according to the risk assessment
result. If Party B approves such measures and scheme, Party B shall send the same to
Party A for filing. Identification and risk assessment of source of hazard and
environmental factors and risk control measures shall be updated in a timely manner as
the project changes.
6.8 Party B shall, prior to the project implementation, acquire the information on laws,
regulations, criteria and standards of the country and industry of project on HSE, to form
the list of applicable laws and regulations, train the relevant staff for the applicable laws
and regulations, and make the training record which shall be signed by all the trainees
for confirmation. Party B shall carry out at least a compliance assessment each year
and report the assessment result to Party A for filing.
6.9 Party B's staff shall have physical examination, and only those who pass the physical
examination may be entitled to access to the site and shall provide the health certificate
as required by the owner and the local management authority. Party B shall promptly
require anyone whose physical or mental condition is not suitable for site work to quit.
6.10 Party B shall prepare a targeted HSE training plan, as required by Party A and project
HSE management, and provide all the project staff with the training on the rules, codes
and standards on the project execution, HSE management plan, safety technology
measures, contingency plans, etc., before they go to the site. The special operating
workers shall hold valid special operation certificate issued by India authority or qualified
third party.
6.11 In accordance with Party A's HSE management requirements combined with the actual
situation of project, Party B shall prepare the HSE management plan, specifying the
relevant responsibilities and authorities, allocation of resources, methods, procedures,
time limit, etc. The HSE management plan shall be subject to approval of Party A after
examination.

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6.12 Party B may carry out any dangerous work, such as hot work, confined space entry
work, work at height, hoisting work, excavation work, radiography work, night work,
work under high-voltage power line and blasting work, upon the approval for the
application for any such work, as required by Party A. In work, Party B shall implement
the protection measures in strict accordance with the requirements of permit to work.
6.13 Party B shall ensure that the site staff have appropriate PPEs meeting the requirements
of HZL and Party A, and supervise the site staff for correct use of such articles.
6.14 Party B shall have the right to reject any risky work ordered by Party A in violation of
rules.
6.15 In the event of any site emergency which is a direct danger to personal safety, Party B
shall have the right to stop work and withdraw from the work site after taking the
possible emergency measures, and immediately report the relevant information to Party
A.
6.16 If two or more subcontractors of Party A carry out work in the same work area in the
process of construction, which can be a danger to other one or other ones, the
management responsibilities shall be specified and no work may be done without
approval of Party A, subject to the unified arrangement and coordination made by Party
A.
6.17 In no event shall Party B purchase or use any raw materials, equipment, apparatus,
protective supplies, equipment and others prohibited by the country or industry for use.
6.18 The dangerous site for construction shall have the safety warning sign which meets the
national standards.
6.19 Party B shall establish the construction field fire safety system, to determine the person
or persons in charge of fire safety, set up the fire escape and fire water supply, provide
fire control facilities and firefighting equipment, and place an eye-catching sign at the
entry to the construction site.
6.20 Party B shall cover insurance for its dispatched personnel and bear the relevant
expenses according to the India laws and regulations. Party B shall submit a copy of the
certificate for handling the relevant insurance to Party A for examination.
6.21 Party B shall, pursuant to the relevant provisions, carry out construction in a healthy,
safe and civilized manner:
(1). keeps the living area and the construction site clean, timely cleans up domestic
garbage and construction waste, and places them in the designated garbage
storage area;

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 (2). neatly stacks the materials to be used as required in a manner which will not block
traffic or affect the construction;
(3). timely cleans up the construction site including cleaning out the materials
immediately after the completion of construction operations;
(4). controls noises to prevent nuisance in the course of construction;
(5). is prohibited from burning wastes and dumping or discharging pollutants at
random;
(6). is strictly prohibited from making a fire to keep warm on site;
(7). pays attention to appearance, has good manners, complies with religious belief
and customs of local residents, and gets along with residents around;
(8). is prohibited from gathering together to create a disturbance, excessive drinking,
gambling or other acts, or affecting the normal production and living order;
(9). is prohibited from arbitrarily pick flowers and trees or killing animals in compliance
with the laws and regulations of local governments;
(10). is prohibited from having any act harming the image of the state and the Company;
or
(11). is strictly prohibited from driving a car without a license or in a dangerous manner,
requires the driver and passengers to fasten their seat belts during the driving,
and abides by good driving habits.
6.22 In the course of construction, Party B shall be responsible for protecting religious
buildings, cultural relics, flora and fauna, vegetation, grasslands, water sources and
ecological environment within the scope subject to the impact of construction activities.
6.23 Party B shall organize HSE inspection under Party A's supervision and administration,
promptly rectify the problems discovered and report such rectification to Party A.
6.24 In the event of any accident, Party B shall take active measures to deal with an
emergency, prevent the deterioration of the accident, and protect the accident scene. In
case that it is necessary to move on-site articles, Party B shall mark such articles, keep
written records and safe keep the relevant evidences; immediately report the accident to
Party A according to the relevant requirements of the HSE Management System
Document of NFC, and Party B's department at a higher level; and deal with the
problems arising from this accident, and cooperate with Party A in the investigation and
treatment of this accident.
6.25 Party B's subcontractors and other cooperating vendors shall be regarded as Party B's
personnel, and Party B shall ensure that they comply with the relevant provisions of this

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 agreement, and bear joint and several liabilities for compensation for all losses caused
by Party B's subcontractors and cooperating vendors due to HSE accidents.
6.26 For any personal injury to Party B's personnel on site not due to Party A's reason, Party
B shall take all responsibilities for settlement of insurance claims, compensation for
damages and other matters, and Party A shall take no responsibility. Party B guarantees
Party A will not get involved in any litigation, arbitration or administrative disputes for the
said matters, otherwise, all losses and expenses incurred to Party A arising therefrom
shall be borne by Party B, and Party A has the right to deduct the relevant losses and
expenses from Party B 's project payment first.

7 Withdrawal and Use of HSE expenses

7.1 HSE expense is a part of the contract price. Party A shall timely appropriate the HSE
expense to Party B in full.
7.2 Party B shall establish detailed accounts for HSE expenses, and disclose to Party A the
details of HSE expense and HSE expense shall not appropriate for other purposes, or
cut such funds without permission. The HSE expense shall not be paid until being
signed and confirmed by Party B's on-site HSE manager as special funds for special
purpose. Party B shall keep the relevant records and send the same to Party A for
record-filing.
7.3 The HSE expense shall not be paid by Party A until being signed and confirmed by Party
A's on-site HSE manager.
7.4 The provision standard for Civil Contract (NFCI-ZF01-01) is 1.5% of total contract price,
and HSE expense total India Rupee 9,002,374. The provision standard for Erection
Contract (NFCI-ZF01-02) is 1.5% of total contract price, and HSE expense total India
Rupee 8,350,692.
7.5 The use of HSE expense shall fall under the following scope:
7.5.1 Expenses on improving, reforming and maintaining safety protection facilities
and equipment, temporary on-site power system, mine entrance, border,
machinery, work at heights protection, cross-operation protection, fire
prevention, explosion prevention, dust prevention, lightning prevention, harmful
gas monitoring regarding underground engineering, ventilation, temporary
safety protection and so forth;
7.5.2 Expenses on equipping, maintaining and preserving equipment and facilities for
emergency rescue and expenses on emergency drills;

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 7.5.3 Expenses on appraising, monitoring and rectifying serious dangerous sources
and hidden dangers for accidents;
7.5.4 Expenses on safety production inspection, appraisal (exclusive of appraisal on
projects for new construction, renovation, or expanded construction),
consultation and standardized construction;
7.5.5 Expenses on equipping and renewing the safety protection articles for on-site
personnel;
7.5.6 Expenses on HSE publicity, education and training;
7.5.7 Expenses on popularization and application of new technology, new standards,
new process and new equipment regarding HSE;
7.5.8 Expenses on examination of safety facilities and special equipment;
7.5.9 Other expenses directly related to safety production; and
7.5.10 Expenses on special work for environmental protection and occupational
health.
7.6 Party B will provide certificates for HSE expenses incurred by them to Party A
periodically on the items listed under clause 7.5 towards the required compliance.

8 Liabilities for Breach of this Agreement and Treatment

8.1 If any accident is caused by any party in violation of this Agreement, the party shall be
subject to any penalty (including payment of liquidated damages, shutdown,
compensation for losses, cancellation of Party A's entry qualification for HSE, etc.).
8.2 For any accident resulted from Party A's fault, Party A shall take full responsibility, and
hold the relevant personnel responsible as required.
8.3 For any accident resulted from Party B's fault, Party B shall take full responsibility, hold
the relevant personnel responsible as required and give a report to Party A.
8.4 Any expenses arising from any accident due to force majeure shall be handled
according to the Umbrella between Party A and Party B.
8.5 Under any of the following circumstances, Party B shall be removed and deprived of its
entry qualification by Party A as required:
8.5.1 provides false materials and information about safety qualification and
defrauds entry qualifications;
8.5.2 is unable to guarantee work safety due to disordered on-site management and
failure in resolving hidden problems timely;
8.5.3 refuses to answer to a higher authority in violation of the relevant state laws,

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 regulations, rules and standards and the relevant provisions of the China
Non-ferrous Metal Industrys Foreign Engineering and Construction Co., Ltd.;
8.5.4 the result of contractor HSE assessment is unqualified;
8.5.5 has relatively serious work safety accidents, environmental events or public
security events exerting great effect.
8.6 Under any of the following circumstances, Party B's employees shall be given such
penalties as warning or criticism, economic punishment, shutdown, compensation for
losses and removal from construction site:
8.6.1 work at construction site without being trained on site entry;
8.6.2 fail to wear PPE and appliances as required;
8.6.3 fail to work with valid certificates as required;
8.6.4 smoke in the no-smoking area or bring any kindling to no-smoking areas, fire
ban areas or key fire prevention areas;
8.6.5 operate in violation of the operating procedures;
8.6.6 break away from their work, take a sleep or nap at work or drunk work;
8.6.7 fail to go through the formalities of changes in the event of any change on the
time, place, personnel or equipment for dangerous operation;
8.6.8 dismantle or misappropriate the safety protection facilities, equipment or
apparatus without permission;
8.6.9 use the equipment which have not been inspected, accepted, transferred or
sealed without permission;
8.6.10 fail to give a report on any hidden problem or danger found in the course of
operation, and take effect measures to handle such problem or danger;
8.6.11 fail to perform their duties of guardianship, or perform the same inadequately;
8.6.12 deal with any accident improperly, causing the deterioration of the accident or
secondary accidents;
8.6.13 direct or forcefully order others to conduct operations in violation of rules, or
sign permit to work for others; or
8.6.14 have other acts in violation of the provisions on work safety subject to removal
from construction site.

9 Dispute Resolution

9.1 Any dispute arising from the performance of this Agreement shall be settled in the
manner as agreed in the umbrella signed by Party A and Party B.

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10 Miscellaneous

10.1 Any uncovered matters herein shall be settled by both parties by entering into a
supplementary agreement or upon negotiation according to the relevant provisions.
10.2 This Agreement shall be submitted to the supervision and management department for
safety production of Party A for record.

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