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Party B Code

Party A Code

Transaction Code
DEED OF AGREEMENT
PARTY A: THE BG/SBLC/DLC ISSUER:
Address:

Represented by

Nationality

Passport No

BUSINESS PHONE

BUSINESS FAX

E-MAIL ADDRESS

AND

PARTY B: THE BG USER:


Address Room 2105 XM 400 P Trend Centre 29-31 CHEUNG LEE
Street CAI WAN HK
Represented by Mr. Su Fei
Nationality China
Passport No E37506724
BUSINESS PHONE +8613799415508
BUSINESS FAX

E-MAIL ADDRESS 1197225788@qq.com

WHEREAS. The Party B desires to authrize Party A to issue US $ 150,000,000.00 (One Hundred and Fifty Million United States
Dollar) in Bank Guarantee from the Lesser to the two nominated bank coordinates below as a direct benefit of arranging €............
Million ( ............ Million) . Party B further confirm to cooperate with the Party A.

WHEREAS. The Party A/Provider desires to issue, transfer and assign all rights title and interest of theBG/SBLCs as per tranche
schedule available to the Party B. Party A represents and warrants that it has the ability and resource to arrange through associates,
contracts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to Party B.
Party A hereby declares under penalty of perjury that the BG/SBLC will be backed by funds that are good, clean, clear, and free of
non criminal origin, the BG/SBLC will be free and clear of all liens, encumbrances and third party interests.

NOW THEREFORE, The both sides has agreed that Party B authorize Party A to issue the BANK GUARANTEE, Euro € ........
Million/Billion of Face Value for the instrument requested and both Parties hereby agree to the following
Buyer’s initial:_____SF______Page 1 of 18 Seller´s initial: __________

UNAUTHORIZED CONTACT TO PROVIDER OR RECEIVER BANKS ARE NOT ALLOWED


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NOW THEREFORE, TheParty B Code


beneficiaryhas agreed to receive the BG / SBLC for the instrument requested and Lesser has agreed to
offer/issue without cost of theBG / SBLC to Lessee and both Parties hereby agree to the following terms stated below:
Party A Code

Transaction Code
DESCRIPTION OF INSTRUMENTS

1 Instrument Bank Guarantee (BG)


2 Total Face Value US$ 150 Million (One Hundred and Fifty Million United States
Dollar)
3 First Tranche US$ 15 Million (Fifteen Million US dollars)

4 Isuing Bank BARCLAYS, HSBC, JPMC


5 Age One year and one day
6 Price 6% + 3%
7 Commission 3% (Three Percent), 1% to Lessor’s side & 2% to Lessee’s
side
7 Delivery MT799 Pre-advise & MT760
8 Payment MT103
9 Hard Copy 5 to 7 days

DELIVERY SCHEDULE:
1 First Tranche US$ 15 Million (Fifteen Million US dollars)

2 Second Tranche US$ 15 Million (Fifteen Million US dollars)

3 Third Tranche US$ 15 Million (Fifteen Million US dollars)

4 Fourth Tranche US$ 15 Million (Fifteen Million US dollars)

5 Fifth Tranche US$ 15 Million (Fifteen Million US dollars)

6 Sixth Tranche US$ 15 Million (Fifteen Million US dollars)

7 Seventh Tranche US$ 15 Million (Fifteen Million US dollars)

8 Eight Tranche US$ 15 Million (Fifteen Million US dollars)

9 Ninth Tranche US$ 15 Million (Fifteen Million US dollars)

10 Tenth Tranche US$ 15 Million (Fifteen Million US dollars)

Transaction Procedure:

Buyer’s initial:_____SF______Page 2 of 18 Seller´s initial: __________

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1. Party B issuesParty
a full
B intake
Code package in English duly completed in all respects and signed
with buyer’s full banking co-ordinates to include:
Party A Code
1.1 Client Information Sheet (CIS)
1.2 Transaction Code
Corporate Resolution (CR)
1.3 Non-Solicitation Statement (NS)
1.4 Non-Circumvention and Non-Disclosure Agreement (NCND)
1.5 Irrevocable Master Fee Protection Agreement (IMFPA)
1.6 Buyer Signatory and Color Copy of Passport
1.7 Buyer Certificate of Incorporation (COI)

2. Both sides execute, sign and initial this Deed of Agreement which thereby automatically
becomes a full commercial recourse contract.

3. After signing the agreement and simultaneously with the return of the agreement, the Party
B will send cargo contract that the Party B signs with the seller to the Party A. The party A
will send SWIFT MT799 Pre-advice of SBLC/BG to cargo contract seller’s designated
account, seller’s bank will issue 2% of PB to the Party A’s issuing bank account, and within
2 banking days of the receipt of 2% of PB, Party A’s bank issues BG/SBLC MT760 to
seller’s bank accoun in favor of Party B’s seller.

4. After verification between Party B and his seller, and within thirty (30) banking day release
the 6% payment to Party A and 3% to intermediaries banking via swift MT103.

5. Within 5 banking days the Party A will deliver the hard copy of the BG MT760 to the Party
B's seller bank via bank bonded courier.

PARTY B´S OBLIGATIONS:


The Party B, with full corporate and legal responsibilities, and under penalty of perjury, confirms that he is fully aware the courier of
his financial ability and facilities with his bank when signing this LOI and/or other agreements and documents with the Party A.

PARTY A´S OBLIGATIONS:


The Party A with full corporate and legal responsibilities, and under penalty of perjury, confirms that Party A is fully aware of the
commitment of the Instruments when countersigning this LOI.
The Party A further confirms to deliver the instruments, to negotiate and make proper arrangement with the provider to continuously
supply the instruments until the whole contracted volume is exhausted. Without expressed written permission, neither party shall
contact the bank of the other party. Both parties may change banking coordinates with written notice to the other party.

PENALTY CLAUSE FOR NON-PERFORMANCE


Should any of the signatory Parties herein fail to perform according to the terms and as required by this contract, once signed, then,
the failing Party shall indemnify the aggrieved Party for an amount of 3% .The distribution of the 3% penalty shall be 1.25% to the
aggrieved signatory Party of the contract and 1.75% to all of the Consultants designated in the Irrevocable Master Fee Protection
Agreement. Said 1.75% will be divided according to the percentage delineated distributions in the Irrevocable Master Fee Protection
Agreement.

NON-SOLICITATION
The Lessee hereby confirms and declares that the Lessor, its associates or representatives or any person or persons on its behalf
has/have never ever solicited the Lessee, its shareholders or associates or representatives in any way whatsoever that can be
construed as a solicitation for this transaction or for future transactions. 

FORCE MAJEURE
Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a
breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused
by events or circumstance beyond the control of such party.

The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage,
Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of
reasonable diligence, the party will be unable to foresee or prevent or remedy.

Buyer’s initial:_____SF______Page 3 of 18 Seller´s initial: __________

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ARBITRATION Party B Code


All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the
Party
construction or application AorCode
thereof any account cost, liability to be made hereunder or as to any act or way relating to this
agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.
Transaction Code
This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and
replaces all prior negotiations and proposed agreements, written or oral . Neither of the parties may alter, amend, nor modify this
agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in
accordance with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the
other it enforce any of the terms of this agreement the prevailing party shall be entitles to recover reasonably attorney fees and
costs.

Accepted By the Party B

________________________     
Name : Mr. Su Fei
Title : Director
Passport No. : E37506724
Telephone No : +8613799415508
Nationality : China
Email address : 1197225788@qq.com

Accepted By the Party A

________________________     
Name:
Title:
Passport No.:
Telephone No:
Nationality:
Email address:

Buyer’s initial:_____SF______Page 4 of 18 Seller´s initial: __________

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Party B Code

Party A Code

Transaction Code

(PARTY B’S PASSPORT PICTURE IN COLORED)

(PARTY A’S PASSPORT COPY IN COLOUR

Buyer’s initial:_____SF______Page 5 of 18 Seller´s initial: __________

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Party B Code

Party
The both sides agree to Athe
Code
following banking co-ordinates pertaining to the agreement herein
above stated:
Transaction Code
PARTY B’S BANKING COORDINATES TO MAKE MT103 PAYMENT
BANK NAME THE BANK OF EASTASIA (CHINA) CO.LTD Xiamen Branch

BANK ADDRESS Rooms 102, 103 & 2/F, No. 96 Lu Jiang Road
Siming District, Xiamen, Fujian Province, China

ACCOUNT NUMBER NRA165000001466400

ACCOUNT NAME HUA XUN (HK) GROUP CO., LIMITED

SWIFT CODE BEASCNSHFZU

BANK OFFICER CAO ZHENG TAO

BANK TELEPHONE +860591-8868 1229

BANK FAX +860591-8868 1203

PARTY B’S BANKING COORDINATES TO RECEIVE MT799 PRE-ADVISE & MT 760


BANK NAME THE BANK OF EASTASIA (CHINA) CO.LTD Xiamen Branch

BANK ADDRESS Rooms 102, 103 & 2/F, No. 96 Lu Jiang Road
Siming District, Xiamen, Fujian Province, China

ACCOUNT NUMBER NRA165000001466400

ACCOUNT NAME HUA XUN (HK) GROUP CO., LIMITED

SWIFT CODE BEASCNSHFZU

BANK OFFICER CAO ZHENG TAO

BANK TELEPHONE +860591-8868 1229

BANK FAX +860591-8868 1203

Buyer’s initial:_____SF______Page 6 of 18 Seller´s initial: __________

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Party B Code

Party A Code

Transaction Code

PARTY A’S BANKING COORDINAGTES TO RECEIVE MT103 FUND

BANK NAME

BANK BRANCH

BANK ADDRESS

ACCOUNT NUMBER

ACCOUNT NAME

A/C SIGNATORY

SWIFT CODE

BANK OFFICER # 1

EMAIL  
BANK TELEPHONE

BANK FAX

PARTY A’S BANK COORDINATES TO SEND RWA MT799 PRE-ADVISE AND MT760 BG

BANK NAME

BANK BRANCH

BANK ADDRESS

ACCOUNT NUMBER

ACCOUNT NAME

A/C SIGNATORY

SWIFT CODE

BANK OFFICER # 1

Buyer’s initial:_____SF______Page 7 of 18 Seller´s initial: __________

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EMAIL Party B Code


 
Party A Code
BANK TELEPHONE

BANK FAX Transaction Code

APPENDIX I:

TEXT OF SWIFT MT 760 STANDBY BANK GUARANTEE

DRAFT TEXT OF BANK GUARANTEE VIA MT760


(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

BANK GUARANTEE NO. :

ISIN :

CUSIP :

CURRENCY CODE :

DATE OF ISSUE :

DATEOF EXPIRY :

APPLICANT :

BENEFICIARY :

AMOUNT: EURO € 000,000, 000.00 (EURO ______ HUNDRED MILLION ONLY.)

WE HEREWITH OPEN OUR STANDBY LETTER OF CREDIT NO.__________ AS FOLLOWS:

FOR THE VALUE RECEIVED, WE, THE UNDERSIGNED, [ISSUING BANK], HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE,
DIVISIBLE, AND WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS STANDBY LETTER OF CREDIT TO THE ORDER
OF___________________ THE BEARER OR HOLDER THEREOF, AT MATURITY, THE SUM OF € 000,000,000.00 (EURO XXX) IN THE LAWFUL

Buyer’s initial:_____SF______Page 8 of 18 Seller´s initial: __________

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CURRENCY OF EUROPEAN UNION, UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT ANY OF THE COUNTERS OF
Party B Code
………………….
Party A Code
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDING OF ANY
NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF [COUNTRY OF
Transaction Code
ISSUE] OR ANY POLITICAL SUBDIVISION OR AUTHORITY AND THEREIN AND THEREOF.  THIS STANDBY LETTER OD CREDIT IS DIVISIBLE,
ASSIGNABLE, TRANSFERABLE AND NEGOTIABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE
OR CHARGES.
THIS BANK GUARANTEE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF [COUNTRY OF ISSUE].
THIS BANK GUARANTEE IS AN OPERATIVE INSTRUMENT.
THIS BANK GUARANTEEIS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US.
THIS BANK GUARANTEE IS GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICE FOR BANK GUARANTEES AS SET FORTH BY THE
INTERNATIONAL CHAMBER OF COMMERCE, UNIFORM RULES FOR DEMAND GUARANTEES, (ICC PUBLICATION NO. 458)

FOR AND ON BEHALF OF [ISSUING BANK] AND SIGNED BY TWO AUTHORISED OFFICERS WITH BANK SEAL
- UNQUOTE -

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW.

YOURS FAITHFULLY,

(SIGNATURE OF TWO BANK OFFICERS) (BANK SEAL)

___________________________ _______________________
BANK OFFICER: BANK OFFICER:
PRINT NAME/TITLE/PIN PRINT NAME/TITLE/PIN

Client Information Summary

In accordance with Articles 2 through 5 of the due diligence convention and the Federal Banking
Commission Circular of December 1998, and under the US Patriot Act of 2002, as amended in
February 2003 concerning the Prevention of Money Laundering and 305 of the Swiss Criminal
Code. The following information may be supplied to banks and/or other financial institutions for
purposes of verification of Identity and activities of the Client described below, and the nature
and original of the funds which are to be utilized. The foregoing is subject to agreement by all
parties to whom this client and all individuals described herein, as well as the generally
accepted professionals standards relating to the maintenance of confidential information, and to
take all appropriate precautions to protect the confidentiality of the information contained herein,
this legal obligation shall remain in full force indefinitely without restriction.

1. Date of Submission:
2. Name of Company:
3. Client Name (Signatory):
4. Passport No:
5. Country of Residence:
6. Passport Issue Date:
7. Passport Expiry Date :
8. Date of Birth (Place):
9. Address:
10. Mobile Tel Number:
11 Clients Email Address:
Buyer’s initial:_____SF______Page 9 of 18 Seller´s initial: __________

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12. Do you speak English?
Party B Code
13 Name and contact no for interperator:
13. Business Name:Party A Code
14. Business Address:
Transaction Code
15. Registered Office Domicile:
16. Business Tax ID Number :
17. Years in Business :
18. Registration Number:
19. Country / State of Incorporation:
20. CELL Number: .
21. Legal Adviser Mail Address :
22. Address for Mail Delivery :
23. Address for Courier Delivery:
24. Personal other Bank Details

STATEMENT OF NON SOLICITATION OF FUNDS

I Mr. SU FEI,as Cash Owner and Signatory, do hereby confirm that I have requested of you and your organization, specific

confidential information and documentation on behalf of myself regarding currently available Project funding to serve only my

interest, education, and not for further distribution.

I hereby agree that all information received from you is in direct response to my request, and is not in any way considered or

intended to be a solicitation of any sort, or any type of offering, and for my general knowledge only. I hereby affirm under penalty of

perjury, that I have requested this information from you and your organization of my choice and free will and further, and that you

have not solicited me in any way.

I hereby represent that I am not an informant, nor am I associated with any government agency of the United States of America, or any

other country, such as the Secret Service, Internal Revenue Service, Federal Bureau of Investigation, Central Intelligence Agency,

Securities and Exchange Commission, Banking Commission, nor any agency whose purpose is to gather information regarding such

offerings. 

I understand that the contemplated transaction is strictly one of private placement, and is in no way relying upon, or relating to, the

United States Securities Act of 1933, as amended, or related regulations, and does not involve the sale of securities. 

Further, I hereby declare that you have disclosed that you are not a licensed Security trader, attorney, bank officer, certified public

accountant or financial planner. Any information, work or service conducted hereunder is that of a private individual and that this is a

project funding transaction that is exempt from the Securities Act and not intended for the general public but Private Use only.

The electronic mail transmission of this document shall be considered a binding and enforceable  instrument, treated as original

copy.  Original may be obtained upon request.

Accepted By the Party B

Buyer’s initial:_____SF______Page 10 of 18 Seller´s initial: __________

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Party B Code

Party A Code
________________________    
Name Transaction Code
: Mr. Su Fei
Title : Director
Passport No. : E37506724
Telephone No : +8613799415508
Nationality : China
Email address : 1197225788@qq.com
                                                                                

                 

NON-CIRCUMVENTION AND NON-DISCLOSURE

All parties do herein agree that the non-circumvention and non-disclosure rules (NCND) of all issues from the ICC 458 apply to this
transaction for a period of five (5) years from date of execution of this agreement by the undersigned, his or her assigns, agents
and/or heirs.

This NCND also applies to any and all other transactions direct or indirect initiated by these intermediaries.

The undersigned agrees that this fee protection is assignable and transferable to the beneficiaries, designs, heirs & assigns upon
written notice of all parties and shall not be amended without the express written consent of the parties. If no contract is
consummated, this fee protection agreement is null and void in its entirety.

All disclosed banking information shall be strictly confidential. No communication between banking officers. Other than transmission
by SWIFT wire transfer and any other transmission specifically authorized by the beneficiaries, is permitted. All communications
shall clearly reference the transaction code, the Seller's code and the Buyer's code referred to herein.

Should a contract be signed between the Seller and the Buyer, a bank endorsed corporate pay order will be issued to the paymaster
of each group, followed by a SWIFT wire transfer to the paymaster's account, when payment for the bank instrument is completed.

An executed facsimile or email copy shall be deemed to be as an ORIGINAL.

For and on behalf of Party A:

---------------------------------------------------------
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:

Accepted By the Party B

----------------------------------------------------
Buyer’s initial:_____SF______Page 11 of 18 Seller´s initial: __________

UNAUTHORIZED CONTACT TO PROVIDER OR RECEIVER BANKS ARE NOT ALLOWED


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Name : Mr. Su BFei
Party Code
Title : Director
Party A Code

Transaction Code

Passport No. : E37506724


Telephone No : +8613799415508
Nationality : China
Email address : 1197225788@qq.com    

RESOLUTION OF THE BOARD OF DIRECTORS

A quorum of directors of HUA XUN (HK) GROUP CO., LIMITED, (Hereinafter called the "Company") with its address at Room 2105
XM 400 P Trend Centre 29-31 CHEUNG LEE Street CAI WAN HK attended in person or by telephone/video conference a Board of
Directors meeting which was duly noticed and held on (Date). A detailed discussion regarding various issues and aspects of this
transaction was held to the full satisfaction of the Board members and the following resolutions were unanimously adopted:

RESOLUTION:
It is resolved that , holder of Passport No(Passport Number of the Buyer), as Company’s Office In(Lessee’s Company address),and
authorized Representative/Signatory of the company, to enter into this transaction involving the assignment of Bank Debentures
and other Bank Instruments.

RESOLUTION:
It is resolved that, holder as President Director and authorized Signatory of the company, to arrange the leasing of Bank
Instruments, in the amount of 150 million dollars USD (USD $150,000,000,.00) with rolls and extensions,

RESOLUTION:
It is resolved that (Lessee’s Name), holder as President Director and authorized Signatory of ............(company)....................., be
assigned full authority to instruct, arrange, monitor, execute, manage and sign all paperwork, agreements, contracts and all
documentation as may be necessary with third parties, pertinent to this transactions involving the leasing of Bank Instruments.

RESOLUTION:
It is further resolved at this meeting of the Board of Directors that .........................hereby authorized to pay/distribute on behalf of
................................................any and all transaction related fees and entitlements to any banks, trading entities, program
managers, facilitators, lawyers and other involved persons and companies of his choice, as he may deem appropriate and at his
absolute discretion, on behalf of..............................................

RESOLUTION:
That ........................................., as the President Director of the company, is hereby authorized to certify that the foregoing
resolutions and provisions thereof are in conformity with the charter, bylaws and articles of incorporation of the company, and that
the foregoing resolution and the authority thereby conveyed shall remain in full force and effect until the purposes set forth herein
are accomplished.

It is further certified that the foregoing resolutions have never been modified or amended and are now in full force and effect. The
above named representative of the company has been duly elected and appointed to hold office, the representative is presently
holding office, and is empowered to act for and on behalf of the company. This fax or email copy of the Board Resolution shall be of
equal value and effect to the original, and shall be accepted as such by everyone, for all purposes, everywhere.

The above motions and resolutions were duly made, seconded and unanimously passed and carried out at the completion of this
meeting.

In witness whereof, I have hereunto set our hand and seal of the company in our own free will and act, in certification of the above
resolutions and provisions on this contract 2014

For and on behalf of the company

Accepted By the Party B

Buyer’s initial:_____SF______Page 12 of 18 Seller´s initial: __________

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Party B Code
 ________________________
Name : Mr. Su AFei
Party Code
Title : Director
Transaction Code
Passport No. : E37506724
Telephone No : +8613799415508
Nationality : China
Email address : 1197225788@qq.com
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
Dated:

DESCRIPTION OF INSTRUMENTS

1 Instrument Bank Guarantee (BG)


2 Total Face Value US$ 150 Million (One Hundred and Fifty Million United States
Dollar)
3 First Tranche US$ 15 Million (Fifteen Million US dollars)

4 Isuing Bank BARCLAYS, HSBC, JPMC


5 Age One year and one day
6 Price 6% + 3%
7 Commission 3% (Three Percent), 1% to Lessor side & 2% to Lessee side
7 Delivery MT799 Pre-advise & MT760
8 Payment MT103
9 Hard Copy 5 to 7 days

We, HUA XUN (HK) GROUP CO. LTD, represented by its Director - Mr. SU FEI, holder of
China passport No.: E37506724 (Hereinafter referred to as the “Payor”), acting with full
corporate authority and responsibility, hereby irrevocably and unconditionally, without protest
or notification,without prejudice, recourse, or delay guarantee to pay the fee entitled to the
beneficiaries listed on this document, via wire transfer, at the time of settlement of each and
every tranche of the transaction.This Fee Agreement shall remain a non-separable part of the
contract between the buyer / Lessee and the seller / Lessor.

In recognition for the services rendered towards the completion of the contractual formalities
and the commencement of the above referenced transaction, we the undersigned Payor, hereby
irrevocably and unconditionally, without protest, demand or delay, guarantee and promise to
pay consultancy fees of three Percent (3.0%) of the face value of each instrument, for the benefit
of the consultant groups (hereinafter called collectively the “beneficiaries”) representing Master
Paymaster account.
Buyer’s initial:_____SF______Page 13 of 18 Seller´s initial: __________

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Party B Code
The said consultancy fee shall be paid upon the successful closing of each and every tranche
concurrently withParty
eachApayment
Code of the instruments purchased/leased by us.Further, the said
Consultancy fees shall be paid in good, clean, clear and of non-criminal origin Euro-funds,
Transaction Code
unencumbered and delivered via SWIFT wire transfer to each below designated Master
Paymaster account.

This “FeeAgreement-PayOrder” is unconditional, assignable and divisible andshall be for the


beneficiaries and their respective heirs, administrators, successors and assigns, as the case may
be, and shall be binding and enforceable upon us, our successors and assigns as the case maybe,
until this transaction, including any renewals, extensions and additions are fully completed.

Generally recognized International Standards of Non-Circumvention and Non-disclosure are


applicable for a period of five (5) years, from the last date of this contract, including any
renewals, extensions and additions, which are fully completed and we agree to respect those.

All negotiations terms and conditions are between the principle parties and their perspective
legal counsel only! Both parties are responsible for the ramification of their own actions. All
Intermediaries are considered introducers andheld harmless from any legal actions brought on
by either party. All taxes, federal, state or other are the responsibility of each of the parties
hereto. The above stated transaction codes, as well as other identification and security codes,
shall all remain the same and shall not be changed until this transaction, including any renewals,
extensions and additions.

The transaction code maybe amended only by agreement between all parties hereto.This
transmission via e-mail is accepted as an original.

This Irrevocable Fee Protection agreement is valid for each and every tranche/instrument
settlement of this transaction, including any rolls or extensions, and to be shared equally as
follows:

PARTY A’S SIDE: 1% OF 3% OF TOTAL FACE VALUE INCLUDING ROLLS AND


EXTENSIONS AS FOLLOWS: (CLOSED)
BANK NAME

BANK ADDRESS

BANK OFFICER NAME

BANK PHONE

BANK A/C NAME

ACCOUNT NUMBER

BIC / SWIFT CODE

BANK SORT CODE

IBAN

Buyer’s initial:_____SF______Page 14 of 18 Seller´s initial: __________

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SPECIAL WIRE Party BPRE-ADVICE
Code MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANS-
INSTRUCTIONS FER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO: ……………….,IM-
Party AMEDIATELY
Code UPON TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY
TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS PER THE CON-
TransactionTRACT.
Code
REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN
TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH FULL BANK RE-
SPONSIBILITY AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF
THE FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES
AND REGULATIONS.”

PARTY B´S SIDE: (A) 1% of 3% OF TOTAL FACE VALUE INCLUDING ROLLS AND
EXTENSIONS AS FOLLOWS: (CLOSED)

BANK NAME

BANK ADDRESS

BANK OFFICER NAME

BANK TELEPHONE

BANKACCOUNT NAME

BANK A/C NO

IBAN

BIC / SWIFT CODE

BANK SORT CODE

SPECIAL WIRE PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANS-
INSTRUCTIONS FER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO:,
……………………..IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT OF
EACH AND EVERY TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS
PER THE CONTRACT.

REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN
TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH FULL BANK RE-
SPONSIBILITY AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF
THE FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES
AND REGULATIONS.”

PARTY B´S SIDE: (B) 1% of 3% OF TOTAL FACE VALUE INCLUDING ROLLS AND
EXTENSIONS AS FOLLOWS: (OPEN) STARTING FROM PAUL ALIM:

BANK NAME THE BANK OF EASTASIA (CHINA) CO.LTD Xiamen Branch

Buyer’s initial:_____SF______Page 15 of 18 Seller´s initial: __________

UNAUTHORIZED CONTACT TO PROVIDER OR RECEIVER BANKS ARE NOT ALLOWED


Date

Ref
BANK ADDRESS Party BRooms
Code102, 103 & 2/F, No. 96 Lu Jiang Road Siming District, Xiamen, Fujian Province, China
BANK OFFICER NAME
Party ACAO ZHENG TAO
Code
BANK TELEPHONE +860591-8868 1229
Transaction Code
BANKACCOUNT NAME HUA XUN (HK) GROUP CO., LIMITED

BANK A/C NO NRA165000001466400

IBAN

BIC / SWIFT CODE BEASCNSHFZU

BANK SORT CODE

SPECIAL WIRE PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANS-
INSTRUCTIONS FER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO:,
……………………..IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT OF
EACH AND EVERY TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS
PER THE CONTRACT.

REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN
TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH FULL BANK RE-
SPONSIBILITY AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF
THE FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES
AND REGULATIONS.”

This Agreement/Irrevocable Corporate Payment Order and the payment of commissions herein
are subject to the International Chamber of Commerce (ICC) rules and regulations, and the ICC
Arbitration Act as adopted by the ICC office in Geneva, Switzerland, by three arbitrary
appointees in accordance with the ICC rules.
All NC/ND clauses as prescribed by ICC rules (latest Edition) shall apply to this Agreement and
Payment Order. This Agreement and Irrevocable Corporate Payment Order are irrevocable,
divisible and unconditional, and may be assigned only by each beneficiaries group representing
Master Paymaster named herein. This Agreement and Irrevocable Corporate Payment Order may
be executed in one or more counterparts, each one shall be deemed an original and all together
shall constitute one and the same document.

The Agreement and Irrevocable Corporate Payment Order are valid when commencement of the
above-referenced transaction takes place and shall remain valid and enforceable for the full term
of the said transaction, including any new agreement between the Buyer and Seller and/or their
assigns.
Each Master Paymaster reserve the right to change its bank coordinates stated herein, at any
time, by sending a simple written notification letter to the Payer and attaching a new receiving
bank´s coordinates. Upon execution of this Agreement and the final LOI/CONTRACT, and
prior to or simultaneously with the first transaction/tranche, we guarantee that this Irrevocable
Master Fee Protection Agreement (IMFPA) and Corporate Payment Order will be lodged with
our transaction/paying bank for the compliance, which will be instructed to provide to each
Master Paymaster´s group by e-mail or telefax with SWIFT copies of the related payment
instructions upon the closing of each and every transaction of the above referenced transaction.

Buyer’s initial:_____SF______Page 16 of 18 Seller´s initial: __________

UNAUTHORIZED CONTACT TO PROVIDER OR RECEIVER BANKS ARE NOT ALLOWED


Date

Ref
PARTY B’S PAYING
PartyBANKCOORDINATES
B Code

Party A Code
BANK NAME THE BANK OF EASTASIA (CHINA) CO.LTD Xiamen Branch
Transaction Code
BANK ADDRESS Rooms 102, 103 & 2/F, No. 96 Lu Jiang Road Siming District, Xiamen,
Fujian Province, China

ACCOUNT NUMBER NRA165000001466400

ACCOUNT NAME HUA XUN (HK) GROUP CO., LIMITED

SWIFT CODE BEASCNSHFZU

BANK OFFICER CAO ZHENG TAO

BANK TELEPHONE +860591-8868 1229

BANK FAX +860591-8868 1203

In the event that the transaction was not performed or only performed in part, the paymasters or
beneficiaries listed above shall not hold the undersigned Payer responsible for any expenses,
charges and/or cost, or hold the Payer liable for any civil and criminal actions. The unperformed
part of this Irrevocable Master Fee Protection Agreement (IMFPA) will therefore automatically
become null and void.

AGREED, ACCEPTED AND SIGNED ON THE CHINA DAY OF 3rd SEPTEMBER 2015
FOR AND ON BEHALF OF PARTY B

________________________     
Name : Mr. Su Fei
Title : Director
Passport No. : E37506724
Telephone No : +8613799415508
Nationality : China
Email address : 1197225788@qq.com
                                                                                

In the event that the transaction was not performed or only performed in part, the paymasters or
beneficiaries listed above shall not hold the undersigned Payer responsible for any expenses,
charges and/or cost, or hold the Payer liable for any civil and criminal actions. The unperformed
part of this Irrevocable Master Fee Protection Agreement (IMFPA) will therefore automatically
become null and void.

Buyer’s initial:_____SF______Page 17 of 18 Seller´s initial: __________

UNAUTHORIZED CONTACT TO PROVIDER OR RECEIVER BANKS ARE NOT ALLOWED


Date

Ref
AGREED, ACCEPTED
Party BAND
CodeSIGNED THIS ....TH DAY OF .......... 2015
FOR AND ON BEHALF OF PARTY A
Party A Code

Transaction Code

Signed by : --------------------------------------------------------
Signatory Name: ______________________________ SEAL
Corporate Title: ______________________________
Passport #: ______________________________

Buyer’s initial:_____SF______Page 18 of 18 Seller´s initial: __________

UNAUTHORIZED CONTACT TO PROVIDER OR RECEIVER BANKS ARE NOT ALLOWED

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