CONTRACT AGREEMENT & UNDERTAKING FOR RECLAMATION

PROJECT

KNOW ALL MEN BY THESE PRESENT:

This contract agreement and undertaking has been entered into on this
____day of March 2017 by and between, the herein parties, to wit:

MALAYAN INTEGRATED INDUSTRIES CORPORATION, duly

represented by PABLO C. VILLABER, as the President, General Manager &
CEO with Office Address at 3rd Floor LUYM Building, cor. Plaridel & Osmeña
Blvd., Cebu City, Philippines, otherwise known as the First Party;

and

CCCC Tianjin Dredging Co. Ltd. represented by ALVIN S. NG, as the

President with present Address at Building 9, Shipping Service Center, Yuejin
Road, Tianjin Port Free Trade Zone, China, herein referred as the Second Party;

-Witnesseth-

Article 1

Whereas, the Cordova Reclamation and Development Project, covering

the total land reclamation area of Three Thousand Five Hundred (3,500) hectares,
more or less, located within the territorial boundaries of the Municipality of
Cordova, Province of Cebu, Philippines, has been legally, validly, finally,
executory, considered and approved by the recommending authority, the Public
Estate Authority (PEA) now known as the Philippine Reclamation Authority
(PRA) and by virtue of final approval of the President, Fidel V. Ramos of the
Republic of the Philippines, dated May 17, 1996 which is in favor, which will be
all in favor solely, exclusively, conducted, undertaken, established, installed,
erected, reclaimed, developed and constructed by the Malayan Integrated
Industries Corporation as the Proponent, Principal, Dev eloper and Contractor,
represented, signed and executed by Pablo C. Villaber as the President, General
Manager and CEO, on the basis, pursuant to and in accordance with the mandatory
provision and requirement of Section 1 of Presidential Decree No. 3-A and Section
1 of EO 525, and other memorandum and endorsement of different lined agencies
thereof, copy of which is hereto attached, as an integral part hereof, respectively;

Page 2

Article 2

Undertakings:

Whereas, Malayan Integrated Industries Corporation as the Proponent,

Principal, Developer and Contractor, represented, signed and executed by Pablo C.
Villaber as the President, General Manager and CEO as the First Party, in behalf of
the Board of Directors & Trustees of MIIC, hereby agreed and considered that a
portion of the aforementioned Cordova Reclamation and Development Project
covering the total land area of Three Thousand Five Hundred (3,500) hectares will
be reclaimed, developed and constructed by a private developer and contractor in a
straight contract scheme;

Whereas, Malayan Integrated Industries Corporation is willing to

apportion Five Hundred (500) hectares, more or less, out of the total of the Three
Thousand Five (3,500) hectares, more or less, within the territorial jurisdiction on
the authorized and approved Reclamation and Development Project at the
Municipality of Cordova, Province of Cebu, Philippines;

Whereas, after thorough evaluation and consideration on its financial,

technical and legal capacity and capability to undertake such Five hundred (500)
hectares, more or less, in a portion area of Cordova Reclamation Development
Project, located at the Municipality of Cordova, Province of Cebu by the CCCC
Tianjin Dredging Co. Ltd. represented by ALVIN S. NG, as the President and as
the Second Party, Address at Building 9, Shipping Service Center, Yuejin Road,
Tianjin Port Free Trade Zone, China, the above mentioned Construction Firm
passed and qualified to undertake the actual and physical reclamation, development
and construction of the aforementioned project;

Whereas, Malayan Integrated Industries Corporation, as the First Party

and CCCC Tianjin Dredging Co. Ltd. as the Second Party hereby agreed and
amenable that the herein Contract Agreement and Undertaking shall follow and
comply all the approved Scope of Works, Plans and Specifications set-forth thereof
with a total project cost of THREE BILLION (PHP 3,000,000,000.00) PESOS
with a duration period to complete within Four (4) to Five (5) years;

Article 3

Page 3

Terms and Conditions:

Whereas, Malayan Integrated Industries Corporation, as the First Party

has accepted the above mentioned project cost of THREE BILLION (PHP
3,000,000,000.00) PESOS by the CCCC Tianjin Dredging Co. Ltd. as the
Second Party on the herein Terms and Conditions to be strictly followed, viz:

That, Malayan Integrated Industries Corporation, as the First Party will

impose a “Turn Key” scheme basis of the said erection, installation,
development and reclamation of Five Hundred (500) hectares, more or less,
of the said project;

That, CCCC Tianjin Dredging Co. Ltd. as the Second Party on its behalf
shall be complied to undertake the said project on a “Turn Key” basis, which
means that the project will be paid upon and after the completion of the
 above mentioned project in the total amount of THREE BILLION (PHP
3,000,000,000.00) PESOS by the CCCC Tianjin Dredging Co. Ltd.;

That, Malayan Integrated Industries Corporation, as the First Party will

impose to CCCC Tianjin Dredging Co. Ltd. as the Second Party to
follow and comply all the approved Scope of Works, Plans and
Specifications prepared by the MIIC-Technical Working Group’ including
the Work Schedule and Methodology of the project;

That, Malayan Integrated Industries Corporation, as the First Party, in

consideration, remuneration and compensation of the rights, ownership,
grant, award, and as a franchise holder by the Malayan Integrated Industries
Corporation as the sole and exclusive possessor, proponent, developer and
contractor of the said Cordova Reclamation and Development Project,
covering an area of Three Thousand Five Hundred (3,500) hectares, more or
less, shall impose to CCCC Tianjin Dredging Co. Ltd. as the Second
Party a Cash Bond deposit to determine the capacity and capability to
execute and undertake the aforementioned project of Five (5%) per cent of
the total project cost amounting to ONE HUNDRED FIFTY MILLION
PESOS (PHP 150,000,000.00) PESOS ONLY, subject for its mode of
payments and condition, as follows:

Upon signing of this said Contract Agreement and Undertaking the CCCC
Tianjin Dredging Co. Ltd. as the Second Party shall issue a Check on date
or Manager’s Check in the sum of One Hundred Fifty (Php
150,000,000.00) Pesos in the name or in favor to Malayan Integrated
Industries Corporation as the First Party;
Page 4

The said cash bond deposit above will be held on deposit by the Malayan
Integrated Industries Corporation’s depository bank and the same will be
reciprocated, returned and repay back to CCCC Tianjin Dredging Co. Ltd.
as the Second Party, after the said project will be finally One Hundred
 (100%) per cent completed, turned over and accepted by the Malayan
Integrated Industries Corporation as the First Party;

Failure to comply the Cash Bond Deposit of Five (5%) per cent in the
total amount of One Hundred Fifty Million Pesos (Php
150,000,000.00) within the period of Fifteen (15) days after signing
this Contract Agreement and Undertaking, the same will be
considered cancelled, null and void “Ab Initio”, accordingly;

That CCCC Tianjin Dredging Co. Ltd. as the Developer and Contractor
will submit their Credit Line Certificate or Bank Guaranty showing their
financial capacity and capability to undertake the said project and shall
likewise submit other certificate of partnership, co-incorporators and
subsidiary company as their financial guaranty to finance the
aforementioned project, hereof, for evaluation and approval by the
Members of the Board of Directors of the Malayan Integrated Industries
Corporation;

Article 4

Payments and other obligations:

That, the Mode of Payment on its “Turn Key” basis will be done and issued
by a Standby Letter of Credit (LC) by the Banco De Oro in favor and in the
name of CCCC Tianjin Dredging Co. Ltd.as the Second Party in behalf
and represents the depository Bank Account of Malayan Integrated
Industries Corporation, as the First Party;

That withdrawal, drawdown and encashment by the CCCC Tianjin

Dredging Co. Ltd. as the Developer and Contractor of the said Irrevocable
Standby Letter of Credit (LC) and Letter of Bank Guaranty of which will
be issued and registered by the Banco De Oro International Bank as the
Banker on the term and condition of the “Turn Key” basis to be issued in
favor to CCCC Tianjin Dredging Co. Ltd. shall be made after the
completion of the aforementioned Project and it will be likewise effective
for encashment at the depository Bank (Banco de Oro) of Malayan
Integrated Industries

Page 5

Corporation, after the period of Four (4) to Five (5) days upon the physical
actual and final turn over by the CCCC Tianjin Dredging Co. Ltd. and
acceptance by the Malayan Integrated Industries Corporation;

Liquidated Damages – The Malayan Integrated Industries Corporation

as the First Party will impose a Liquidated Damages to CCCC Tianjin
Dredging Co. Ltd. As the Second Party of the work delayed during and
after the implementation of the said project, to be evaluated by the MIIC –
TWG, equivalent to a fixed value of Fifty Thousand (Php 50,000.00) Pesos
per day of its delay;

That, the Malayan Integrated Industries Corporation, as the First Party

will impose to the CCCC Tianjin Dredging Co. Ltd., as the Second Party a
Performance Bond, callable upon demand from a Bonding Insurance
Company, duly accredited by the MIIC – TWG with a face value of 1/10 th of
1% of the Project Cost or at a fixed face value amount of Nine Million (Php
9,000,000.00) pesos or an annual amortization of Five Hundred Forty
Thousand (Php 540,000.00) Only;

That, the as the Second Party will secure and purchase at cost to the
Malayan Integrated Industries Corporation, as the First Party at the
MIIC – TWG Office of all the necessary Bid Docs, BOQ, POWE, Plans,
Specifications, Work Schedule, Work Methodology, Manpower &
Equipment Utilization Schedule and other Technical Data of the said project
in the sum of Five Hundred Thousand (Php 500,000.00) Pesos;

That, the CCCC Tianjin Dredging Co. Ltd. as the Second Party is oblige
to extend Technical Engineering’s Assistance that will be used on a joint
undertakings, supervisions and management by the Malayan Integrated
Industries Corporation (Technical Working Group) and by the CCCC
 Tianjin Dredging Co. Ltd. (Technical Engineering Personnel), hereunder
as follows:

2 Units Service Vehicles for service vehicle of Field Engineering Staff &
Personnel;
Communication Facilities, handheld radios, base transmitter & receiver,
including antenna at the project site, quarry site and monitoring office;
Engineering Office Equipments, Health & Safety Gadgets, Geodetic &
Surveying Supplies & Equipments;
Pump boats for team survey, supervision and monitoring; and
And other Technical Needs by the MIIC-TWG and CCCC –Technical
Engineers as the need arises;

Page 6

That, both parties A & B have agreed all of the provisions, undertakings,
terms and conditions stipulated in this Contract Agreement and Undertaking
will be strictly followed and complied with, hereof.

Parties have hereunto affixed our signatures on this ____day of

________________, 2017
at Cebu City, Philippines.

Owner, Holder, Possessor, CCCC Tianjin Dredging Co. Ltd.,

Developer & Contractor and The Contractor and the Second
The First Party Party
Malayan Integrated Industries Corp.
By: By:

PABLO C. VILLABER ALVIN S. NG

President, General Manager & CEO President
ID # : ____________________ ID # : __________________
Issued on:_________________ Issued On:______________
F. C. BOIE CAGALITAN ENGR. CHRIS MOSQUEDA
Project Manager, Head Head Project Construction
Operations & TWG Division

WITNESSETH:

____________________________
___________________________

Page 7

ACKNOWLEDGEMENT

Republic of the Philippines)

City of Cebu - - - - - - - - - - ) S.S.

BEFORE ME, A Notary Public for and in the Cities and Province of Cebu, this
______ day of __________________, 2017 at Cebu City, Cebu, Philippines,
personally appeared the above-named person with identification paper mentioned
above, who is known to me and to me known to be the same person who executed
the foregoing instrument consisting of Seven ( 7 ) pages including, where this
acknowledged to me of the above person, the same are their own free act and
voluntary deed.

WITNESS MY HAND AND NOTARIAL SEAL, on the date firstly above written.

Doc. No. _______

Page No. _______ ________________________
Book No._______ NOTARY PUBLIC
Series of 20_____