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PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR

REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH


TRANSFER FOR INVESTMENT

DEED OF AGREEMENT
AGREEMENT №: GCUBE-HUIJU-200B.01052021
This Corporate Agreement via SWIFT CASH TRANFER MT103 and the attached Annexes (further designated
the Agreement) are entered on this 06/06/2022, by and between

INVESTOR or PARTY “A”, SENDER INFORMATION:


COMPANY NAME: GCUBE UNDERWRITING LIMITED
COMPANY ADDRESS: 155 FENCHURCH ST, LONDON, EC3M 6AL, UNITED KINGDOM
REPRESENTED BY: MCLACHLAN FRASER GRAHAM
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12 60325 FRANKFURT AM MAIN, GERMANY
SWIFT CODE: DEUTDEFF
ACCOUNT NAME: GCUBE UNDERWRITING LIMITED
ACCOUNT No. (EURO): 0861188100
IBAN: TBA
BANK OFFICER NAME: MICHAELA UHLMANN
BANK OFFICER EMAIL: Michaela.uhlmann@db.com
BANK OFFICER TEL: 0049 6991010039
CLIENT’SNATIONALITY: GREAT BRITAIN
PASSPORT NUMBER: 099051795
DATE OF ISSUANCE: 23/APR/2013
DATE OF EXPIRATION: 23/APR/2023

(Hereinafter referred to as the “PARTY A”):


BETWEEN

PARTNER or PARTY “B”, RECEIVER INFORMATION:


CORPORATE NAME: METRO SKY ASIA INVESTMENT LIMITED
COMPANY REG. / NO: 60432439-000-10-21-8
ADDRESS: 1F, 2 HANG TAU HSUEN, PING SHAN, YUEN LANG, NT, HONG KONG.
REPRESENTED BY: MR. LI YEUNG MO
TITLE: DIRECTOR
PASSPORT NO: HJ2079284
DATE ISSUE: AUG 27, 2020

PARTY A : Page 1 of 15 PARTY B:


PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

DATE EXPIRY: AUG 27, 2030


NATIONALITY: HONGKONG CHINA
BANK NAME: BANK OF CHINA (HONG KONG) LIMITED
BANK ADDRESS: BANK OF CHINA TOWER , 1 GARDEN ROAD, HONG KONG
SWIFT CODE: BKCHHKHHXXX
ACCOUNT/IBAN NO: 012-875-9-281117-7
ACCOUNT NAME: LI YEUNG MO
BANK OFFICER NAME SUN YU
PHONE NUMBER: +852-2826 6756
BANK OFF. EMAIL sunyu@bochk.com

This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR EDIBLE


OIL REFINERY PROJECT INVESTMENTS VIA GPI MT103 DIRECT CASH TRANSFER (hereinafter,
referred to as "the Agreement") is entered on the date of 3 June 2022 by and between the
following parties:

PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT NO: GCUBE-HUIJU-


200B.03062021
(ALL TRANSFERS DONE VIA MT103 GPI WIRE CASH TRANSFER)
This PARTNERSHIP AGREEMENT NO: GCUBE-HUIJU-2000.01052021 ON INVESTMENTS
MANAGEMENT OF THE TRANSFERS FOR EDIBLE OIL REFINERY PROJECT INVESTMENTS VIA GPI
MT103 WIRE CASH TRANSFER (hereinafter, referred to as "the Agreement") is entered on the date
of 1 J U N E 2022 by and between the following parties:

(Hereinafter referred to as the "PARTY-B / RECEIVER").

Party B has the capacity and will strictly abide by all Banking Laws and Regulations, set through
compliance and due diligence requirements for all international Banking / Business / Commodity
transactions worldwide. Party B has the ability to accept deposits / funds from around the World,
Party B has the ability to accept / conclude International / Global Business Transactions through
MT103 GPI WIRE CASH TRANSFER PARTY B will manage all the payment instructions of
Party A (the investor).

WHEREAS: The Party-B is ready and able to receive this Pay Order as a joint venture investment
for all parties herein for the execution of various infrastructure development projects, & Part- Bis
ready willing and able to receive said CASH TRANSFERS up to €200,000,000,433.00 (TWO
HUNDRED BILLION AND FOUR HUNDRED THIRTY THREE EURO) in agreed tranches with
rollover and extension VIA MT103 GPI WIRE CASH TRANSFER from Party-A, these funds will be
invested/disbursed by Party-B as per PAYOUT LIST instructions.

PARTY A : Page 2 of 15 PARTY B:


PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility,
that he has permission to enter into this Joint Venture Investment Agreement, as well as declares
under penalty of perjury that the funds as per Party A bank statement hereby noted as Annex
are good, clean, clear, and free of non criminal origin, are free and clear of all liens, encumbrances
and third parties interests. : The Party-B is ready will and able to Receive €200,000,000,433.00
(TWO HUNDRED BILLION FOUR HUNDRED THIRTY THREE EURO) in agreed tranches by
way of Cash Transfer VIA MT103 GPI WIRE CASH TRANSFER WITH UETR CODE, which will
the disbursed in accordance with Project requirements and with the PAYOUT LIST instructions.

(Hereinafter referred to as the “PARTY B”):

COMPANY NAME: XXXXXXXXXXXX (Party B) is licensed and must abide by all Banking Laws and
Regulations, set through complete due diligence requirements for all International
Banking/Business/Commodity transactions worldwide. XXXXXXXXXXXX (Party B) has Approvals to
accept large deposits/a sum of monies from around the World; XXXXXXXXXXXX (Party B) has Bank
Approvals to accept/conclude large International/Global Business Transactions through cash Transfer.

WHEREAS:
The Party- B is ready and able to receive this Pay Order as a joint venture investment for all
parties herein for the execution of various infrastructure development projects, & Party- B is ready
willing and able to receive said CASH TRANSFERS up to €200,000,000,433.00 (TWO HUNDRED
BILLION FOUR HUNDRED THIRTY THREE EURO) with rollover and extension VIA the
SWIFT.COM MT-103 [CASH TRANSFER] from Party-A, these funds will be invested/disbursed by
Party-B as per PAYOUT LIST instructions.

WHEREAS:
The Party-A represents and warrants, with full corporate and legal responsibility, that he has
permission to enter into this Joint Venture Investment Agreement, as well as declares under
penalty of perjury that the funds as per Party A bank statement hereby noted as Annexure are
good, clean, clear, and free of non-criminal origin, are free and clear of all liens, encumbrances
and third parties’ interests.

WHEREAS:
The Party-B is ready will and able to Receive €200,000,000,433.00 (TWO HUNDRED BILLION
FOUR HUNDRED THIRTY THREE EURO) with rollover and extension by way of Cash Transfer via
SWIFT.COM MT-103 Cash Transfer, which will be disbursed in accordance with the PAYOUT LIST
instructions.

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

DESCRIPTION OF TRANSACTION

Sender’s Instrument: SWIFT.COM Transfer MT-103 Cash Transfer


€200,000,000,433.00 (TWO HUNDRED BILLION FOUR
Total Face Value: HUNDRED THIRTY THREE EURO) with R& E
€200,000,000,433.00 (TWO HUNDRED BILLION FOUR
First Tranche: HUNDRED THIRTY THREE EURO)
Subsequent Tranches: TBA BY THE BOTH PARTIES

Remittance by: VIA SWIFT.COM MT-103 CASH TRANSFER


SWIFT.COM MT-103 Transfer Within 1 Banking Day After Receipt,
Payment by:
Authentication & Verification from Sender
It is Understood that the Exact amount and Timing of Tranches are
Special remarks:
defined between Bank Officers.

CASH TRANSFER VIA SWIFT.COM MT-103 TRANSFER

1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement.
2. This Investment Agreement, which thereby automatically becomes a full commercial Recourse
contract.
3. The Parties will lodge a copy of this executed Agreement into their respective banks for the
compliance, if necessary.

4. Sender will then transfer the CASH via SWIFT.COM MT-103 TRANSFER to the Receiving Bank.
5. Accountant provides a Copy of the TRANSACTION SLIP, SWIFT.COM AND DISBURSEMENT
INSTRUCTIONS SWIFT MT-103 to Receiver via e-mail for their reference and records.
6. Receivers bank will verify, authenticate & confirm the receipt of the cash funds within 1 (One)
banking day and then make the necessary disbursements via Swift MT-103 as per PAYOUT
LIST instructions.

SPECIAL PROCEDURE FOR SWIFT CASH TRANSACTION

THESE ARE PROCEDURES OF SWIFT.COM WITH NATURE OF MANUAL DOWNLOAD:

1. THIS IS USING SWIFT COM SYSTEM


2. ALTHOUGH THIS IS USING SWIFT GPI, IT HAS NATURE LIKE MANUAL DOWNLOAD. IF
YOUWANT TO PULL THE FUND, YOU HAVE TO INPUT THE TRANSACTION ID FIRST.
3. AFTER INPUT TRANSACTION ID IN SWIFT COM SYSTEM, IT WILL SHOW THE FUND. YOU HAVE
TO FOLLOW INSTRUCTIONS GIVEN BY THE SYSTEM.

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

4. USUALLY AFTER THE FUND SHOWN, SYSTEM WILL REQUEST TO ENTER BENEFICIARY DETAILS
(ACCOUNT NUMBER, ETC), PLEASE INPUT IT.
5. FOLLOW THE INSTRUCTION, IT WILL ASK YOU TO INPUT UETR TO CLEAR THE FUND INTO
YOUR BANK AND BENEFICIARY ACCOUNT.
6. JUST FOLLOW THE INSTRUCTIONS UNTIL SHOWING DOWNLOAD IS COMPLETED. THE FUND IS
DIRECTED INTO YOUR ACCOUNT. BUT SOMETIMES THE SYSTEM REQUIRE MESSAGE INPUT
REFERENCE. PLEASE INPUT THAT TOO TO COMPLETE IT.

NOTE:
• INPUT TRANSACTION ID IN SWIFT GPI SYSTEM
• HAS TO BE DONE IN THE BANK SERVER. CANNOT DO WITHIN 3RD PARTY
SERVER (WILL NOT BE ADMITTED BY THE BANK)
• IF THEY DOING IT IN THE SERVER WITH SWIFT.COM, SWIFT.NET, SWIFT
INTERFACE APPLICATION, FUND WILL COME EMPTY

NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or any other person(s)
on its behalf, has/have never been solicited by any party, its shareholders or associates or
representatives in any way whatsoever that can be construed as a solicitation for this future
transaction. Any delay in or failure of performance by either party of their respective obligations
under this Agreement shall constitute a breach hereunder and will give rise to claims for damages
if, and to the extent that such delay(s) or failure(s) in performance is(are) not caused by event(s)
or circumstance beyond the control of such party in default.

The term Beyond the Control of Such Party include Act of War, Rebellion, Fire, Flood, Earthquake
or other natural disasters, and any other cause not within the control of such nonperforming party,
or which the non-performing party by exercise of reasonable diligence is unable to foresee or
prevent or remedy.

REPRESENTATIONS AND WARRANTIES

(a) Organization. It is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation with all requisite power and authority to enter into this Agreement, to
perform its obligations hereunder and to conduct the business of this transaction.
(b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.

(c) Consents and Authority. No consents or approvals are required from any of the governmental
authority or other person for it to enter into this Agreement. All actions on the part of such acting
party necessary for the authorization, execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby by such party, have been duly taken.

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

(d) No Conflict. The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or assets are
bound or any law, rule, regulation, order or decree to which it or its properties or assets are subject.

(e) Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own attorney,
accountant or other professional advisor in connection with the execution of this Agreement. Both
Parties shall do so in respect of each other and under this Agreement written conditions.

MISCELLANEOUS

(a) Notice(s). The two authorized signatories will execute any modifications, amendments, and
addendums or follow on contracts respectively. When signed and referenced to this Agreement,
whether received by mail or facsimile transmission as all and any facsimile or photocopies certified
as true copies of the originals by both Parties hereto shall be considered as an original, both legally
binding and enforceable for the term of this Agreement.

(b) Specific Performance; Other Rights. The Parties recognize that several of the rights granted
under this Agreement are unique and, accordingly, the Parties shall in addition to such other
remedies as may be available to them at law or in equity, have the right to enforce their rights
under this Agreement by actions for injunctive relief and specific performance.

(c) Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and
other documents referred to herein (which form a part hereof), constitutes the entire agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior agreements and
understandings between them as to such subject matter and all such prior agreements and
understandings are merged herein and shall not survive the execution and delivery hereof. In the event
of any conflict between the provisions of this Agreement and those of any Joint Ventures Agreement,
the provisions of the applicable Joint Venture Agreement shall control.

(d) Amendments. This Agreement may not be amended, altered or modified except upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
(e) Severability. If any provision of this Agreement shall be held or deemed by a final order of a
competent authority to be invalid, inoperative or unenforceable, such circumstance shall not have
the effect of rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable, but this Agreement shall be construed as if such invalid, inoperative or
unenforceable provision had never been contained herein so as to give full force and effect to the
remaining such terms and provisions.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or more such
counterparts have been signed by and delivered to each of the Parties.

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of the Paris. The Parties consent to the exclusive jurisdiction of the Paris shall be
preceded with the according to the principal of the ICC, with any civil action concerning any
controversy, dispute or claim arising out of or relating to this Agreement, or any other agreement
contemplated by, or otherwise with respect to, this Agreement or the breach hereof, unless such
court would not have subject matter jurisdiction thereof, in which event the Parties consent to the
jurisdiction of the ICC as above indicated. The Parties hereby waive and agree not to assert in any
litigation concerning this Agreement the doctrine of forum non-convenient.

(h) Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and Unconditionally Waive Trial By Jury
In Any Legal Action Or Proceeding Relating To This Agreement And For Any Counterclaim Therein.

(i) No Rights of Third Parties. This Agreement is made solely and specifically between and for the
benefit of the Parties hereto and their respective members, successors and assigns subject to the
express provisions hereof relating to successors and assigns, and (ii) no other Person whatsoever
shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on
account of this Agreement as a third party beneficiary or otherwise.

(j) Survival. The covenants contained in this Agreement which, by their terms, require performance
after the expiration or termination of this Agreement shall be enforceable notwithstanding the
expiration or other termination of this Agreement.

(k) Headings. Headings are included solely for convenience of reference and if there is any conflict
between headings and the text of this Agreement, the text shall control.

(l) No Broker. Each of Investor and Asset Manager represent and warrant that it has not dealt with
any broker in connection with this Agreement and agrees to indemnify, defend and hold harmless
each other party hereto and its Affiliates from all claims and/or damages as a result of this
representation and warranty being false.

(m) Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency in
which the Sender transferred the investment fund. In addition, all calculations pursuant to this
Agreement and any Joint Venture Agreement shall be based on ICC regulations in Paris.

ARBITRATION

(a) All disputes and questions whatsoever which arises between the Parties to this Agreement and
touching on this Agreement on the construction or application thereof or 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, Paris, France.

(b) Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this
contractual Agreement as far as possible amicably. In the event that adjudication is required local legal
process shall be preceded with according to the principal of the ICC as above indicated. Where

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

judicial resolution is not thereby achieved, this matter shall be settled by the ICC itself and the
decision of which all Parties shall consider to be final and binding. No State court of any nation
shall have subject matter jurisdiction over matters arising under this Agreement.

(c) 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.

(d) 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 in order
to enforce any of the terms of this Agreement the prevailing party shall be entitled to recover
reasonably attorney fees and costs.

(e) All Communications will take place on the account to account only. No exceptions, e-mail,
attachments of this document, when duly executed are to be considered originals and binding
documents.

(f) This Agreement once executed by both Parties will become effective as of the date first written
above. Any official notice(s) exchanged by the Parties hereto, shall be sent to the first mentioned
address(s) herein or as may be attached by addenda hereto. A facsimile or electronically
transferred copy of this Agreement, duly signed by both Parties, shall be deemed original.

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon
this Agreement as of this Friday, JUNE 03, 2022.
SIGNATURE: AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A:

Signed & Accepted by the Sender

For and on behalf of GCUBE UNDERWRITING LIMITED


SIGNATORY NAME: MCLACHLAN FRASER GRAHAM
TITLE: CEO
NATIONALITY: BRITISH
PASSPORT NUMBER: 099071795
ISSUED DATE: 23 APR 2013
EXPIRATION DATE: 23 APR 2023
ISSUED BY COUNTRY: GREAT BRITAIN
DATE OF BIRTH: 14 DEC 1966

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

SIGNATURE: AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-B:

For and on behalf of XXXXXXXXXXXXXXXXXXXXXX


SIGNATORY NAME : LI YEUNG MO
TITLE : MANAGING DIRECTOR
NATIONALITY :HONGKONG CHINA
PASSPORT NUMBER : HJ2079284
ISSUED DATE : 27 AUG 20
EXPIRATION DATE : 27 AUG 30
ISSUING COUNTRY : HONGKONG CHINA
DATE OF BIRTH : 19 AUG 54

====================================================================================

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

SENDER’S PASSPORTCOPY:
PARTY A

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT
Transaction Id : GP1103-DB.UOB-0521

SENDER’S CERTIFICATE OF INCORPORATION:


PARTY A

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

RECEIVER’S PASSPORT COPY:


PARTY B

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Transaction Id : GP1103-DB.UOB-0521

RECEIVER’S CERTIFICATE OF INCORPORATION:


PARTY B

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT
CORPORATE AGREEMENT FOR SWIFT CASH MT103 TRANSFER VIA BANK TO BANK COMUNICATION

DEED OF AGREEMENT

Transaction Id : GP1103-DB.UOB-0521

"Electronic signature is valid and accepted as hand signature"


EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract, and as applicable, this Agreement shall incorporate:

• U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act'' or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
• ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted
by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and
• EDT documents shall be subject to European Community Directive No.95/46/EEC,
As an applicable. Either Party may request hard copy of any document that has been previously
transmitted by electronic means provided however, that any such request shall in no manner
delay the Parties from performing their respective obligations and duties under EDT instruments.

******* END OF DOCUMENT *******

(INTENTIONALLY LEFT BLANK)

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

PARTNERSHIP AGREEMENT ON INVESTMENTS AND


FINANCIAL CO-OPERATION PAY ORDER
Via SWIFT.COM MT-103 CASH TRANSFER

Transaction Id : GP1103-DB.UOB-0521

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT


I, the undersigned Mr.XXXXXXXXXXXXXXX, (hereinafter referred to as the "Payer" of the
present monetary resources) acting with full legal and corporate responsibility, hereby irrevocably
and unconditionally, without protest or notification, without prejudice, recourse, or delay
guarantee to pay the project funding sums entitled to each Project Developer's below nominated
Master Paymasters accounts listed on this document, via SWIFT MT103 Cash transfer, at the time
of each and every tranche of the transaction settlement with INVESTOR, meaning simultaneously
upon clearance of funds and receipt of credit to our account. This IMFPA is our irrevocable pay
order to the project developers, is and shall remain an integrate part of the referenced contract
between receiver and INVESTOR.

This IMFPA shall remain in effect until this transaction, including any renewals, extensions and
additions are fully completed.

ARBITRATION: All disputes and questions whatsoever which arises between the Investor, Receiver
and/or Beneficiaries/Project Developers to this Agreement and touching on this IMDPA on the
construction or application thereof or 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.

This IMDPA 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 IMDPA, except by an instrument in
writing signed by both Parties and recipients of funds. This IMDPA will be governed by and
construed in accordance with the laws of United Kingdom. In the event that either Party

and/or Recipient(s) of funds shall be required to bring any legal actions against the Pay or in order
to enforce any of the terms of this IMPFA the prevailing party shall be entitled to recover
reasonably attorney fees and costs.

This IMDPA, if transmitted by facsimile or electronic mail, shall be considered an original, legally
enforceable document. Generally recognized International Standards of Non-Circumvention &
Nondisclosure (NC/ND) are applicable for a period of Five (5) Years from the date of this document
or the last date of the contract, including any renewals, extensions and additions that are fully
completed/ signed/ sealed and we agree to respect those.

We hereby declare that we are fully aware that the information received from you is in direct
response to our request and is not in any way considered or intended to be a solicitation of funds
of any sort, or any type of offering, and is intended for our general knowledge only. We hereby
affirm, under penalty of perjury, that we have requested information from you and your
organization by our choice and free will, and further that you have not solicited us in any way. And,
project developers and master paymasters are NOT Advisors of any Kind.

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

Parties to this IMDPA are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this IMDPA construes or creates a
partnership or employer/employee relationship between or among the Pay or and recipient(s) of
funds here to. All taxes, Federal, State or other are the independent responsibility of each of the
recipient party hereto.

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

PARTNERSHIP AGREEMENT ON INVESTMENTS AND FINANCIAL CO-


OPERATION PAY ORDER
Via SWIFT.COM MT-103 CASH TRANSFER

Transaction Id : GP1103-DB.UOB-0521

The above stated codes and any other identification codes shall remain the same and shall not be
changed until this transaction including any renewals, extensions and additions are fully completed
and we agree to respect those. The transaction Code may be amended only by mutual agreement
between all parties hereto (including project developers who are represented by their Master
Paymasters). This transmission via facsimile or e-mail will be accepted as an original and I (the
"Pay or") confirm that I have the full authority to execute this IMDPA document.

THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY-FOUR)
HOURS AFTER BOTH PARTIES HAVE EXECUTED THE AGREEMENT AND ONLY AFTER THE
INVESTOR'S BANK HAVE MADE THE RELATED TRANSFER OF INVESTMENT FUNDS TO
RECEIVER'S/PAYOR'S BANK ACCOUNT.

THE PROVIDER’S XX% (XX PERCENT) TO BE PAYED AS FOLLOWS:

This IMDPA is legally binding on all parties hereto, their principals, employees, representatives,
agents and assigns in all countries of the world, and is non-separable/integral part of the above
referenced Agreement with the AGREEMENT NO.: GCUBE-HUIJU-200B.01052021

This IMDPA shall be lodged into both transaction banks together with the Contract, and a copy of
it will be forwarded to each coordinating Master Paymaster by e-mail.

I AGREE TO THE PRESENT IRREVOCABLE MASTER DISBURSEMENT & PAYMENT AGREEMENT


(IMDPA) IN ITS ENTIRETY.

This IMDPA, once executed by both Parties, will become effective as of the date first written above.
And any official notice(s) exchanged by the parties hereto, shall be sent to the first mentioned
address(s) and/or e-mail addresses provided herein or as may be attached by addenda here to. A
facsimile or electronically transmitted copy of duly signed Agreement and IMDPA by both Parties
shall be deemed original.

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

PARTY A : PARTY B:
PRIVATE JOINT VENTURE INVESTMENT AGREEMENT FOR
REMITTANCE OF SPECIAL SWIFT VIA MT103 GPI WIRE CASH
TRANSFER FOR INVESTMENT

PARTNERSHIP AGREEMENT ON INVESTMENTS AND


FINANCIAL CO-OPERATION PAY ORDER
Via SWIFT.COM MT-103 CASH TRANSFER

Transaction Id : GP1103-DB.UOB-0521

ACCEPTED AND AGREED ON THIS DAY Friday, June 03, 2022

Signed & Accepted by the Receiver

For and on behalf of XXXXXXXXXXXXXXXXX

SIGNATORY NAME : LI YEUNG MO


TITLE : MANAGING DIRECTOR
NATIONALITY : HONGKONG CHINA
PASSPORT NUMBER : HJ2079284
ISSUED DATE : 27 AUG 20
EXPIRATION DATE : 27 AUG 30
ISSUING COUNTRY : HONGKONG CHINA
DATE OF BIRTH : 19 AUG 54

"Electrure is valid and accepted as hand signature"

EDT(ELECTRONICDOCUMENTTRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract, and as applicable, this Agreement shall incorporate:

• U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act'' or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
• ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted
by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and
• EDT documents shall be subject to European Community Directive No.95/46/EEC,
As an applicable. Either Party may request hard copy of any document that has been previously
transmitted by electronic means provided however, that any such request shall in no manner
delay the Parties from performing their respective obligations and duties under EDT instruments.

******* END OF DOCUMENT *******

PARTY A : PARTY B:

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