Gold Trading Sales & Purchase Agreement

(Gold Dore Bar 97%)

Date: 13 March 2020

Transaction N°:
Seller’s Ref. N°:
Buyer’s Ref. N°: OTMHLTD-MAY2019-BB.DAM-PE/AU97%

Party A (Seller’s): Party B (Buyer’s):

OPTIMA HOLDING LTD
Unit 25A, 25/F.
Wing Hing Commercial Building
139 Wing Lok Street
Sheung Wang.
HONG KONG

WHEREAS, the SELLER wishes to sell gold Material (Au. metal) under a contractual
Agreement with the BUYER; and

WHEREAS, the BUYER has agreed to purchase gold Material (Au. metal) from the SELLER
upon the terms and conditions set forth herein, and

Through agent’s negotiation, both parties confirm with full legal responsibility under penalty
of perjury of law that both parties are ready, willing and able to trade gold with legal source
of fund following the law and agree terms and conditions stating below:

1. Defined terms

1.1 Unless the context otherwise requires,

(a) “Agreement" means this Agreement.

(b) "Business Day" means a day on which banks are open for business in Hong Kong,
CHINA.
(c) "Contracting Authority" means the representative of a party who is responsible for
the administration of this Agreement.
(d) “Financial Instrument” means the bank payment and / or guarantee instrument sent
via swift message.
(e) "Herein", "hereby", "hereunder", when used in any section shall, unless the contrary
is apparent from the context, be understood to relate to the Agreement as a whole, and not
merely to the section in which they appear.

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(f) "Material" means the quantity of gold referred to in Clause 3.1.
(g) “Refinery” means any registered and recognized refinery.
(h) "Memorandum of Outturn" means the document issued by any registered refinery
confirming the number of fine troy ounces credited to BUYER’s unallocated Pool Account.
(i) "Ounce" means troy ounce.
(j) "Pool Account" means the record of the refined gold held by the Refinery on behalf
of BUYER, on an unallocated basis.
(k) "Receipt of Deposit" means the document issued by the Refinery and confirming the
weight of Material received.
(l) "Ton" means one (l) metric ton (MT).
(m) "Work" means the things required be done, furnished and performed by BUYER or
the Refinery in order to carry out the terms of this Agreement.
(n) "Working Day" means any 24-hour period during which, for all or part of that period,
regular business operations have been conducted at the agreed Refinery.
(o) "99.5 fineness of gold" means 99.5 parts of fine gold per 100 parts.

2. Contracting authority

2.1 Mr. DO Quang Truong An, a legally appointed officer of the BUYER, shall be the
Contracting Authority for the BUYER and shall be responsible for the administration and
management of this Contract. The BUYER may delegate or re-assign this authority under this
Agreement and may act through any of the BUYER’s duly appointed representative or
representatives.
2.2 Mr. XXXXXXXXXXX, an authorized representative of the SELLER, shall be the
Contracting Authority for the SELLER and shall be authorized to act on behalf of the SELLER
with respect to amendments to, or changes in, any of the terms of this Agreement as well as
with respect to any other documents hereunder. The SELLER may delegate his authority
under this Agreement and may act through his duly appointed representative or
representatives.
2.3 No delegation of authority and authorization of a representative by the Contracting
Authority of BUYER or the Contracting Authority of the SELLER shall be effective unless the
authorization and delegation is in writing, specifying the nature and extent of authorization
given and the names of the representatives, and is duly executed and delivered to the
SELLER or BUYER, as the case may be.
2.4 No unauthorized representative of the Contracting Authority of BUYER or of the
Contracting Authority of the SELLER shall have the right to delegate his authority.

3. Commodity specifications

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 Commodity Au Raw Material
Form Unrefined Gold (Au) Dore Bar
Purity 97% or better
Fines 23 carats or above
Weight Each bar is 1 KG
Country of Origin PERU
Gold Age Less than 1 year
Delivery DAP HONG KONG (INCOTERMS 2010) (BUYER’s designated
airport at SELLER’s cost or at secure vault/bank for inspection.
Delivery conditions to be specified in the BUYER’s Invoice
(Shipment Purchase order).

4. Quantity

The SELLER will deliver DAP to the BUYER designated refinery office a first shipment quantity
of no less than 25 KG (Twenty Five KG), and thereafter shipments to be agreed, for a period
as required with rolls and extensions to be jointly agreed by and between the Parties. The
Material delivered by the SELLER is to be melted, assayed, and cast into bars by the BUYER
designated refinery at BUYER cost. BUYER shall ensure that the Work is carried out diligently
with efficient and effective supervision and inspection. BUYER further agrees that the Work
will be of the proper quality and workmanship and in full conformity with the requirements
of this Agreement and global markets.

The Seller shall supply with the schedule in below:

Date Quantity (KG) Comment

May 2019 10 First trial
April 2019 150
June 2019 150
July 2019 150
August 2019 150
September 2019 150
October 2019 150
November 2019 150
December 2019 150
January 2020 150
February 2020 150
March 2020 150
April 2020 150
May 2020 150

Date and quantity of transaction must be discussed and decided before officially signing
agreement.

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5. Price

The price per Kg is $XX 000 USD net to Buyer to be delivered to Hong Kong.

6. Trading location

CIF HONG KONG

7. Pickup and delivery

CIF to Hong Kong or Buyer’s designated warehouse or Buyer’s Refinery in Hong Kong. Seller
delivers to the location designated by the Buyer. Cost of transportation to be borne by
Seller.

8. Documentation

A. Prior to delivery, Seller shall provide the following documents:

A.1 Deed of Incorporation of the Company

A.2 Company Registration
A.3 Commercial Register
A.4 Mining License
A.5 Export License
A.6 Name of Company Directors and Managers and photocopy of Passport
A.7 Relation of the shareholders holding more than 20% of the share including a
photocopy of passport
A.8 2 letters from 2 banks certifying the time from which the Client has been working
with them and its relationship with the Bank

B. Each shipment and delivery shall be identified with all assigned contract references, codes
and numbers. Seller must provide the following documents to Buyer:

B.1 Three originals of Commercial Invoices in favor of the Buyer

B.2 Certificates of Origin (Government Approved)
B.3 Packing List / Certificate of Purity issued by a local laboratory or accredited by the
company.
B.4 Certificate of Ownership
B.5 Certificate of Weight (Gross Weight and Net Weight)
B.6 Custom Clearance Certificate and Central Bank Certificate confirming legal export
and Taxes paid

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 B.7 Export License / Permit to Export from the Port of Loading
B.8 Full Set Airway Bills, Market “Air Freight Pre-Paid – PRECIOUS CARGO”
B.9 Certificates of Insurance issued by well-known company
B.10 Declaration that the Gold is of non-criminal origin, unencumbered and free any
liens, is transferable and exportable is not owned or sourced from or through a
PEP (Political Exposed Person) and has UN and ICGLR Certification
B.11 The documents for the transfer of Title/Ownership of the Gold (Au) metal from
the Seller to the Buyer for each transaction
B.12 Declaration that the Gold shall be free of hazardous substances including but not
limited to Beryllium, Cadmium, Mercury, Cyanide, Polychlorinated biphenyls and
radioactive material.
B.13 Flight Number - Date of Arrival – Tracking Information
B.14 A minimum of two (2) banking days prior to the scheduled arrival of each Gold
shipment to Buyer International Airport, the Seller agrees to provide the above
documents for the Gold shipment to the Buyer in the form of PDF Electronic Files

9. Transaction procedure – Terms & Conditions

7.1 Seller completes and signs SPA and sends to Buyer by email. Buyer signs back SPA
and send to Seller by email after negotiation and due diligence.
7.2 Seller gets ready all documents as stated above for each and every transaction in
clause 6 above.
7.3 Seller delivers the Gold by security courier (Brink or equivalent) to the Buyer’s
designated Hong Kong Licensed qualified refinery for transaction. All Gold
delivered for transaction will come with the Certificate of Purity and others
related documents. All delivery and insurance costs are the responsibility of the
Seller.
7.4 Buyer arranges own refinery for smelting and inspecting. If the Assay Report
shows purity of Gold does not comply to this agreement (97% or above) or
quantity is different, Seller and Buyer must confirm the different based on assay
report from the refinery. (If there is difference, Seller will fulfill to meet quantify).
Calculated in accordance with the requirement of the Agreement. After inspection
or smelting (calculated in accordance with standard of precious metal with
AU999.9 content).
7.5 After the Assay Report of refinery coming out, if the purity and quantity inspected
is different from original document, transaction amount will be re-calculated. The
difference of the amount between paid amount and re-calculated amount will be
adjusted immediately. The Buyer will transfer the payment by TT to the bank
account within 48h - 72h.

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10. Banking

SELLER BANK BUYER BANK

Bank name
Address
Account Name
Swift Code
Account Number

11. Duties

Relative tax and duty for the benefit received by each beneficiary must be borne by
themselves.

12. Representations & warranties

12.1 Seller represents and warrants that it is the rightful legal owner of the Gold under
SPA with the titleholder and that the Gold is free and clear of any liens,
encumbrances, or mortgages. Seller further represents and warrants that the Gold is
not subject to any legal action, nor is it of criminal origin, nor has it been left as a
deposit or collateral for a credit line or a financial instrument.
12.2 Seller represents and warrants that the Gold can be lifted without restrictions.
12.3 To the fullest extent permitted by law, seller agrees to defend (including attorney’s
fees), pay on behalf of, indemnify, and hold harmless, Buyer, its officers and
employees against any and all claims, demands, suits or loss, including all costs
connected therewith, and for any damages which may be asserted, claimed or
recovered against or from Buyer, its officers and employees by reason of any claim
made by Seller or any other entity, which arises out of, or is in any way connected or
associated with this Agreement for payment once Buyer has made payment to
Seller’s bank account.
12.4 Seller warrants with full legal responsibility that: (a) it has the full power, right,
authority, and ability to: (i) execute and perform this Agreement as legal owner of
the Gold on offer; and (ii) sell and deliver the Gold; (b) it has the full power, authority,
and capacity to perform all of its obligations undertaken as per this Agreement; and
(c) the Gold does not contain either mercury or radioactive materials.

13. Contract period

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This is a three (3) year commercial contract, with right and obligations, with automatic
annual rolls and extensions by a mutual consent, subject to each party’s satisfactory
performance as required hereunder. Intermediaries and facilitators to this transaction will
be included in the said automatic rolls and extensions of the contract.

14. Non-disclosure

The Parties to this Agreement irrevocably agree that they shall not disclose or otherwise reveal directly or
indirectly to a third party any confidential information provided by one party to the other or otherwise
acquired, particularly including but not limited to, contract terms, product information, prices, fees, financial
agreement, schedules and information concerning the identity of the Sellers, Producers, Buyers, Lenders,
Borrowers, Brokers, Distributors, Refiners, or their representative and specifically individuals names, addresses,
principals, or telex/fax/telephone numbers, references, product or technology.

The Seller further agrees that during the term of the Agreement or any extensions thereof,
he will not sell any Gold (Au) metal directly, or through affiliates, to the Buyer’s sources and
contacts without the involvement of the Buyer.

15. Right to refuse shipment

15.1 The SELLER hereby certifies that any and all Material sent to the Refinery shall be
free of hazardous substances including but not limited to beryllium, cadmium, mercury,
polychlorinated biphenyls and radioactive material. Should the SELLER know or suspect that
the Material may contain a hazardous substance; the SELLER undertakes to notify the
Refinery in advance of the shipment. It is understood that the Refinery may sample and test
the Material for the presence of hazardous substances prior to processing.

15.2 It is understood that the BUYER shall have the right to reject Material which, in the
Refinery's opinion does not conform to the description or is, or becomes, unsuitable or
undesirable for handling, sampling and smelting whether for metallurgical, environmental or
other reasons. Prior to rejecting the Material, the Refinery has undertaken to discuss with
BUYER the best way to resolve the situation.

15.3 Material that does not conform to the requirements or is rejected by the Refinery
shall be returned to the SELLER at its cost. The SELLER shall provide BUYER with written
instructions detailing the SELLER arrangements for return of the Material.

16. Force Majeure

The definition of Force Majeure under this Agreement are events that happen beyond
human capabilities, such as: natural disaster events, landslide, tsunami, rain storms, flash
floods, events, political, social, economic, such as: war, global crisis, the economic,
monetary, mass demonstrations, labor strikes, coup, government regulations, laws and
regulations of other events beyond human ability, but it affects the relations of cooperation
of both Parties. For events of Force Majeure is not penalized in any form and nature. Force

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Majeure events declared valid and accepted if not later than three (3) days after the events
of Force Majeure written notice accompanied by a statement that explains the officials of
relevant agencies Force Majeure event has occurred. Once past that time period, with no
notification in writing then it will be considered none of Force Majeure events.

17. Arbitration

In the event of a disagreement, the parties hereto agree to negotiate and to have a fair
dialogue with each other, always aiming for a prompt resolution in all fairness. If the
disagreement continues unresolved for more than thirty (30) calendar days after its
manifestation, then the aggrieved party may seek legal remedies under arbitration under the
laws of the Switzerland at Arbitration Tribunal of the Switzerland.

18. Application Law

All the parties hereto agree that this Agreement shall be interpreted in the English language
under the laws of the Switzerland.

In Witness whereof, the Parties have executed and delivered in good faith the Agreement as
set forth hereunder.

Buyer’s representative: DO Quang Truong Seller’s representative:

An

Position: CEO Position: CEO

Passport N°: Passport N°:
Date: Date:
Place: Place:

COPY OF PASSPORT

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