‘Executive Version CONTRACT AGREEMENT | ‘among LOC NINH ENERGY JOINT STOCK COMPANY and | POWERCHINA ZHONGNAN ENGINEERING CORPORATION LIMITED (; {rownRe Kc uert Ou and POWERCHINA VIETNAM LIMITED COMPANY ER for LOG NINH 1 SOLAR POWER PLANT (200MWp) Engineering, procurement, construction, supply, Insaallation, testing & commissioning is Fas Datod: 24 May, 2020LOC NN SOLA POWER LAT 204) CONTRACT AGREEMENT ‘This Aareement is made or the 24" day of May 2020 (the Signature Date), AMONG. [Loc Ninh Energy Joint Stack Company, 2 corporation duly orgaized and existing under and by vie ofthe laws of Vietnam, Enterpise Resistation No, 3801185022 issued by ‘he Deparment of Planing and investment of Binh Phuoe Province, wth principal offs ‘ot Ly Thuong Kiet Stee Phu Loc Town, Ten Phu Die, Dona Xos City, Binh Phuoe Province, Vietnam, (erenater referred to as the Employer’, AND 2, Poworchina Zhongnar Engineering Corporation Limited, a corporation duly organized ndtexisting under and ty vitueof the Iw ofthe People's Republi of China, with rincpal place of business at Nb.16, Xingzhang East Road, Yuhua Disct, Changsha, Hunan rovnce 410014, FF. China (herenater refered teas he Offshore Supplier, AND 8, Powerchina Vietnam Limited Company, 2 corporation dy organized and exsting under and by vitue of the laws ofthe Socialist Repub of Vietnam, with principal place of business at Room 1602. 16h floor, 219 tower, NOS Le Van Luong Street, Cau Glay ‘ist Hano, Vietnam hereinate refered to as "he Onshore Contractor’, “The Offshore Supplier anc the Onshore Contractor ce colctively hereinafter called the “Contractor(sy' and, getter withthe Employer, herinaier alco refered to asa "Party" or, colectively, asthe "Patios: PREAMBLE (4). The Employer desires to constucta soar frm project located at Loc Tan Commune, Loc inn District, Binh Phuoe Province of Vietnam, witha total instal capacity of 200Ma (capacty at DC termirah, Known as the Lee Ninh 4 Pl (hereinater called th "Projet, Tho Employer requires the Contractors to exscute and complete the Werks ieluding “desian, procurement, constuction, supply, instalation, testing and commissioning (©). The Gontactrscoletnety dese to design, procure the relevant materi or, construc, {ost and commission tke Werks fer the Employer, and remedying of any defects ofthe freer at Re ec Wan Fat eh tn ty rd ae y Mt 220 KOM{Loc SOLAR POWER PLANT oot) the Contac (©). The Parties nave agreed that the Works shal be executed by the Contactors on a coordinated basis. Detas of work scope division are given in Schedule No, (©) The Employer desites the Contactors to provide the fixance forthe Projet, and the Contractors agree to provide financing ina form of deferred payment pursuant tothe Contract ofthe Project. (©.As the conditions precedent for the Contactors to provide deferred payments, the Employer shall provide valid Employer Secuty as presrived hereinafter inthis Contact Agreement (F)The Employer has provided the Employer's Requirements which set out the deta relating to the design, procurement, consrtion, supply. installaon, testing and ‘commissioning ofthe Froject fr the preparation of the Contractor's Proposal (G). The Employer acknowledges and agroes tha th process of applying for relevant Keenses ‘oF permits required forthe Project shal be the Employers Risk and the Employer wil Indemnity and hold the Contractor harmless against and from all damages, loss and ‘expanses resulting fon. Whereas tne Contractor as comple the documents which form part of this Agreement and fers fo exccut the Worksinconfermiy withthe Contract forthe sum of USD 114,160,586.15 yng in words; One hundred eleven millon, one hundred fity thousand, eight hundred ‘slahty-six United Statos Dollars and slahteon conts only hereinafter refered to as the Accepted Contract Amount which shall be paki tothe designated bank accounts ofthe Contractors in ful amour. Composiions of the Accopted Contract Amount is glen in Schedule No. 2.1. Separations of the Accepted Contract Amount between the Ofshore ‘Supple and the Onshore Gontacto are a follows: (@) the Ofchore Supple, in consideration ofthe Offshore Works, shall be paid by the Employer the amounts spectied in Schedule No. 2.2 ("Total Otfehore Accepted Contact ‘Amourt: and {) the Onshore Contract, In consieraton of the Onshore Works, shall be paid the Employer the amounts spectied in Schedule No.2 ("Total Onshore Accepted Contract Amount, NOW, IMEKEFUKE, in corsideraton of he tregong mutual undertakings and oiner good ‘and valuable consideration sufciency of whichis hereby acknowledged, the Paris hereto agree as flows: 1. In this Agrooment wous and expressions shall have the same meanings respectively assigned tathem inthe Conltons of Contract hereinafter fered to : b- ra — Zz{Oo HWE SOLAR ROWER PLANT 04) - 2. The folowing documents shall be deemed to form and be read and construod as pat of ‘his Contract Agreement inthe folowing pity order: {8} this Contract Agrooment and its Addendums ( any}: b)_ the Letter af Acceptance; ©) the Peroular Condtons of Contract {the General Gondions of Contact 6) the Schedules 1) the Contractor’ Proposal 19) the Employer's Requirements; and 1h) the Drawings, In the event of any antiguiy or conflict between the Contract documents and forthe purpose of interpretation, the order of precedence shall be the oder listed above 2, In consideration of the payments to be made by the Employer to the Contactor as hereinafter mentioned, (0. the Offshore Supplier ages withthe Employer to procure, supply and transport the ‘equipment and to cary out andor procure al other Offshore Works; and d the Onshore Conitactor agrees wit he Employer to assume car ofthe Works which {donot come within the scope of Offshore Works, and withoutlimitation agrees to desig, { instal test and commission the solar PV panels, mounting structures, balance of plant land other Onshore Werks. 4. The Contractors hereby covenant with the Employer to execute and complete the Works and remedy any defect therein in conformity with tho provision of tho Contract, ‘5. TheEmployerhereby covenants to pay the Contacte, n consieraton ofthe performance ‘and completion of the Werks in accordance wih thie Contract andthe remedying of defects ‘bare, te nal Contract Price atthe times and inthe manner prescribed bythe Contact. Each of the Oifshore Supplier and the Onshore Contractor shal separately comply with ‘he payment procedure including the ise of separate Statements andor other invoices) set aut inthe Contac Me P t t 6. The Pais agree and acknowledge thatthe Accepted Contact Amount Includes any corporate income tax, cstom duties and Vietnamese Value Added Tax (VAT? for both Otfsnore Works and Onshore Works, 7. Performance Securty: The Contractor shall deliver the Performance Security in the name of Offshore Supper to fe Employer within 28 days after the Issuance an effectvenase of the Employer Security as acceptable to Sinosue, Contacte’ fhancing bank ard the Contractor. Tho Performance Securty shal be sued by a bank approved by he Employer, TgLOC MH 5 SOLAR POWER LANT oth) and the Performance Security shal be inthe form ofa bank guarantee as provided In Schedule No.5 inthe amount of 5% ofthe Accepted Contract Amount, nthe currencies ‘and proportions in which the Contract Price payable 8. Advance Payment: The Employer shall make Advance Payment consisting of 10% ofthe Total Onshore Accepted Contract Amount (nthe amount of USD 9,442,620.27, say in words: Nine milion, four hundred forty-two thousand, six hundred twenty United ‘Stato Dollars and twenty-seven conts only) to the Offshore Suppor and 10% of the Total Onshore Accepted Contract Amount (nthe amount of USD 4,672,468.35, say In words: One million, six hundred seventy-two thousand, four hundred sixty-eight United State Dollars and thirty-five cents only) tothe Onshore Contactar, totaly a the “Advance Payment", within 14 days against presentation of Advance Payment Gusrantee davered in the name of Offshore Supplier to the Employer of equivalent amount inthe form a6 provided in Schedule No.6, of which shall be provided win 14 days ater the signature ofthe Contact Agreement. This Advance Payment shallbe made by T7 as one-off payment tothe Contractor no later than 22 June 2020, 8, Payment of he Contract Price, except the Advance Payment and any addtional monies resulted from Variationsandlor claims, shallbe made tothe Gortratorn aform of deferred payment (totally USD 100,036,797.8, say in words: One hundred milion, thirty-fve ‘thousand, seven hundred ninety seven United State Dollars ana fity-sx cents only) ‘2s the “Deferred Payment Amount” onthe pramise of proper guarantees and secures 2 defined hereunder tobe satisfied by the Employer under the Contact. 10. Ae the conitons precaden! forthe Contactar to provi fiance inthe form of deferred payments, the Employer shall provide the folowing secures (the “Employer Security’) ‘cepableto the Contactor and the Contractor's financing ens in form and substance, ‘and shail have ben in ul force and effect in accordance wth its tems and applleable laws without any default (1) an revocable on-demand Payment Guarantee, nthe form of bank guarantee as pee Schedule No, 3 lsied in favor ofthe Contractor by such bark a accaptabe tothe Contratr, in the smount f 60% of the Defered Payment Amount, which shal be provided within 28 days after the Signature Date; {@) an revocable and unconatonal Corporate Guarartee in the name of Super Energy Corporation Publ Company Limited (he "Sporcor) to the aabafection of the ‘Contractor which covers 100% of the Defered Payment Amount, which shall bo ‘rovided by the Signature Date inthe form of Schedula No, 2 (@) an Agreement on Mortgage over Receivables (under PPA) as thet priory secuny| ‘between the Employer and the Contractor with respect to the Receivables (as defined therein) under the PPA held by the Employer, together wih a relevant Agroomont on lodge of Property fg fo Bank Account and a Fund Transfer Agreement,{CHW SOLAR POWER PLAT at) \which shall be duly executed within 21 days after the Signature Date (the forms of which shal! be provided by the Contractor) and perfecied within 7 days ater its ‘execution as orth aw of Vitnam if necoesar (4) a valid Share Mortgage Agrooment as tho fist pity security among SSE Vietnam 1 Joint Stock Company (he “SSEVN''), Hung Hai Group Joint Stock Company (he THHG') and the Contractor with respect to 100% of total ordinary shares of the Employer halt bythe SSEVN1, HG andlor is flats, which shall be duly executed within 21 days afer the Signature Date (the form of which shall be provid by the CContractr) and parectod within 7 days after its exccuton as par the law of Vietnam necessary. 11. The Employer acknawledges and agres that, (The Contractor wilaply rom Sinosure, proper commercial banks) or ether ety for ‘financing euppors, and the Employer shall cooperate ae quired by the Contactor (i) After the Employer issues the Interim Payment Certficates (or IPCs), the Contractor il assign tho account receivable to any bank fr financing, under the guarantee of ‘above mentioned Employer Security andior Insurance poicy and the Employer shall cooperate with such fhancing arrangement, include to provide wt confi for sforessid account receivable assignment by the Contactor or anyother reasenabie requrement (Gi) The Warranty Prades deinen Cause 7.9 ofthe Particular Conlons of Contract) shallbe appleabe for major equpment ofthe Project as follows: ‘A. tom (10) years for PV mostules: and B._fve (6) yen for invertors required tobe satisfied by the Contractor are as follows “The Contractor shall provide mandatory spare pars forthe Project during the Defects Notifation Period, the type and quantty of which shall be in accordance with ‘Schedule No, 20 as an integral part ofthis Conzact. For the avoidance of doubt, luring the Defects Notfcaton Period, the Contractor shall maintain such quantty of spare parts as stguated In Schedule No, 20 inthe warehouse of the Project. Upon Issuance ofthe Peformance Cerificte, ownership of all remaining mandatory spare pars inthe warehause shal be transfered tothe Employer without aditonal cots ‘Thereafter, the Enployet gress to procure and maintsin any spare parts in ‘accordance with thelist of recommended spare pas atthe Employer's oun discretion and cost (@) The spare part obigations a n i 0 a 4 12 Subject to the satisfaction ofthe precedent condltons for deferred payment francing t above before Commercement Date and on each milestone payment due date, pcLoc mio soLAR Pome PLANT at Contractors agree that he Detered Payment Amount (composed of ffehore and onshore Potions) under this Corrat shal be paid a follow: (9 The offshere Deferrad Payment Amount in the amount of 90% ofthe Total Oshore ‘Accepted Contract Amount shal be paid to the Ofshore Supple by the atest date of, 30 June 2021, a6 ono-of payment by TI; and (i) The onshore Defened Payment Amount inthe amount of 90% ofthe Total Onshore ‘Accepted Contract Amount shal be pal fo the Onshore Contractor bythe latest date 6130 June 2021, as one-off payment by 1. 13. the vad Employer Security have not been successfuly issued and taken effect vthin 28, {aye alter the Signature date or before 2 June 2020 because of reasons not stbutable to the Contractor, both Parties shall dscuse and reach an agreement on an equable adjustment of te Accepted Contract Amount, the time of COD (as defined in Particular Conditions of Contract) and ather relevant contions, And the vad Employer Seurty have not heen successhily sued and taken effect by the latest dat of 8 July 2020 for reasons ofthe Employer, the Contractor sented to immeditolytarminato the Contract and csi fo al of his actual damages directly incurred due to such termination 14. The Contract shall coment ul fore and effect onthe Signature Date 15. Time for Completion ofthe Contrscta’s scope of work under the Contac i 7 months ‘wich shale counted fom the Commencement Date (as defied in Particular Conditions ‘of Conrad) othe date of Taking-Over. The Commencement Dat of the Project shal be ‘no later than 22 June 202, but such Key recondions as completion offulland acquston, construction elect, reas for temporary camps and stacking of equipment and material necessary for the Contacts entry fr canstruction shall be accomplished sty by the Employer folowing Contraco’ requirements within 12 June 2020. For the avoidance of doubt, the Employer shall be responsible for providing the Z20kV extemal power transmission ines connected tothe Loc Ninh substation athe Employer's which shall be fully comploted and commissioned for energization batore the date of 10 November 2020. Notwithstanding the above, the Contractor shall be responsible for enabling the Project the uly or pataly completod to generate olecticy at ful Megawattcapacty ‘according to the Projects PPA and achiove a successful COD within 31 December 2020, 416. All necessary permitsiconses (Including PPA, Grid Connection Agreement, Land Use Right Cotfcatos, Constucion & Bulsing Parmits, 1A Report, et, deta 9 listed In ‘Schedule No, 11) related to the Project shal be the risks of and to be obtained by the Employer. Fr the avoidance of doubt, the Contractor shall responsible of proving any technical requirement and supporting documents related to the Contractor's —y of = zyLocum 3 SOUR POWER LAN 00) ‘wots in order to aba the necessary permislioenses, 17. This Contract may not bo released, ischarge, supplemented, amended or modified in ‘any manner except by an insiument in wing signed by @ duy autharzed offer oF ‘representative ofeach othe Patios erat, 18.The Offshore Supplied the Onshore Contactor agree and acknowledge that (@) the ofchere Suppler and Onshore Contactor shall share the fll responsibil tothe Employer under the Contract. Each of the Offshore Supplier and the Onshore Contractor shall be joint and severally lable tothe Employer forthe performance of the Contac (©) any provision of the Contract which binds the Contractor shall, forthe purposes of colaboraton andthe Contract, bind the Offshore Suppler andthe Onehere Contactor |sinty and each of them several (6 any communications defvered, sent or transmited pursuant to the Contract to the Offshore Supplier or the Onshore Contractor shal or the purposes of collaboration and the Contract, to deemed to have been so delivered, sent or transmitied to the Contractor: and (@) te Contractor shana ater ts composition or lgal status without the ror consent of q ‘the Employer, 19. The Gontract(ictuding any non-conracual obligations arising from i) shal be exclusively ‘governed by and constued in accordance withthe laws of Singapore, 20.ho rose ti emt vb coed bro aay sone Und 3 ‘alte Pty ng apnateeresurenthe rener etre a 21 Says ort ling other, g bat be edorratiy te remade the nt sa tt afte, ad he Z ‘offending section shall be deleted, and the Parties to this Contract shall replace it with ¥ aitematve wording thal achieves the same economic and contractual eflects orginally Intondod by the Paes, to the greatest exent possible, 22. Aperson who is nat a Paty to this Agreement has ne ight under he Contracts to enforce ‘renjoy the benef of ny tem ofthis Agreement. This doesnot alfet any right or remedy of ama Pary, _b- aIn witness Where, ths Contract Agreements made into sk (6) originale of English versions with equal legal power, each Party shall keep two 2) orginal. The hands ofthe Partos or ‘hole duly authorized representalues have caused this Contract Agreement to be duly executed on the day and yar fst rain writen, ‘orandon behalf the Eplyor ‘apse Cnr Cott Limited Company ne by ar {or and on behalf of he Offshore Super Powerchina Zhongnan Engineering Corporation Limited Signed by Signed by _7” CLG witness: a y i 5