PROJECT FUNDING AGREEMENT
This Project Funding Agreement (“Agreement”) is entered into this 29th Day of September
2025 by and between:
DAEWOO ONG PHILS. CO., INC., a Philippines company with address at 10
Pinagtipunan Street, Barangay Bagong Silang Mandaluyong, Metro Manila, 1550
Philippines, represented by Mr. Errol John A. Leus, Director, with Philippines Passport
Number: P2584709C, and Mr. Peter Charles San Diego, Head Operations, with Philippines
Number: P3517898B (hereinafter referred to as “Party A”);
And;
SECURICORE LIMITED, a Hong Kong company, with address at Enterprise Square Five,
Tower 1, Levels 35 & 36, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong, herein
represented by Mr. Craig Wallace, Director, with South Africa Passport No. M00341602
(hereinafter referred to as “Party B”).
WHEREAS, the Parties have established certain relationships with business organizations and
institutions, which relationships the Parties consider non-public, proprietary and confidential,
and;
WHEREAS, the Parties wish to associate and exchange information for the common purpose
and benefit of each Party which will require the Parties to reveal entities with which each has
developed a relationship, and;
WHEREAS, in connection with such exchange of information, each Party desires to protect
their exclusive right to communicate with their respective entity or entities, and all Parties
desire to participate in the financial gain/profits that will result from the anticipated transactions
between all Parties and entities present and future, and;
WHEREAS, it is the intention of the Parties to create and embody in this document a vehicle
of co-operative enterprise called a “Project Funding Agreement” to further their common and
separate interests. Nothing contained herein shall be construed in such a way that any Party to
this Agreement shall have any claim against any separate dealings, ventures or assets of any
other Party’s commitment or liabilities of any nature or kind, in business or professional
dealings, situations, or taxes, and;
NOW THEREFORE, for and in consideration of the mutual premises stated herein, the
Parties understand that to have a profitable alliance together, this Agreement is fundamental,
and that the spirit behind such Agreement is one of mutual trust, professionalism, prudence,
confidentiality, propriety and the reliance on each other to do what is honourable, fair and
equitable so as to establish a relationship and service of co-operation with one another for their
mutual benefit; whereby this Agreement when executed shall constitute a full irrevocable
corporate and/or individual responsibility so as to utilise the assets of Party A and the
professional banking resources of Party B with the objective to create profits together from
investment. The Parties agree that the return on profits derived from investment will be on a
best efforts basis.
Party A________ Party B_______
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1. GENERAL PROVISIONS
1.01 Business function.
The purpose of this Agreement is to establish a basis of working cooperation between Party A
and Party B, to finance various commercial, humanitarian and infrastructure development
projects. Party A and Party B agree to work together to arrange for investing and generating of
funds or other assets through Bank-administered and custom-tailored investment programs for
the implementation of the purpose of this Agreement, having full regard at all times for all legal
and regulatory requirements and restrictions for such activities.
1.02 Term of the Agreement.
This Agreement shall commence on the date first above written and shall continue in existence
until terminated, liquidated, or dissolved by law or as hereinafter provided. Either Party may
terminate this Agreement by sending the other Party written notice at least 30 days prior to the
date of termination.
2. GENERAL DEFINITIONS
The following comprise the general definitions of terms used in this Agreement:
2.01 Affiliate.
An Affiliate of an entity is a person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control of either of the Parties.
2.02 Contribution(s).
The contributions to this Agreement actually made by the Parties will include, but not limited
to, professional resources, international banking resources, international legal resources, assets,
property, cash and any additional capital contributions made by the Parties each and all the
Parties agree to be considered equal and valuable contributions by the Parties.
2.03 Profits and Losses.
Any income or loss of the Parties for income tax purposes, will be determined by the Parties’
independent accountants, separately, at fiscal year, including, without limitation, each item of
income, gain, loss or deduction will be divided and shared equally by the Parties.
3. OBLIGATIONS OF THE PARTIES
Party A will deliver cash (“assets”) to the nominee bank of Party B. The cash will be utilised
by the parties to do the following:
i) Provide financing and funding for the Projects of each respective Party;
ii) Obtain and utilise credit facilities to participate in bank investment
programmes with the objective to create profits for the Parties;
iii) Distribute the financing / funds in accordance with the terms and conditions of
this Agreement.
Each Party will be responsible for the project administration of their projects.
Party A________ Party B_______
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4. ALLOCATION OF INVESTMENT FUNDS
4.01 Original Investment.
The Parties agree and hereby commit to allocate the investment funds for each of their
separate and individual projects of interest. Each Party will pay their own project
management fees.
4.02 Profits and Losses.
Commencing on the date hereof and ending on the termination of the business of this
Agreement, all profits, losses and other allocations to the Parties shall be allocated as follows
at the time of earnings:
Payments to Party A projects = 40 %
Payments to Party B projects = 40 %
Bank Charges and Fees = 20 %
5. RIGHTS AND DUTIES OF THE PARTIES
5.01 Business of the Parties.
The Parties agree to pursue their own Projects independently. Each Party will be responsible
for its own taxes independently. Each Party will utilise its proportional earnings derived
from investment in a manner independently determined to be in the best interests of each
Party.
6. AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF PARTIES
6.01 Validity of Transactions.
Affiliates of the Parties to this Agreement may be engaged to perform services for the best
interests of the Parties. The validity of any transaction, agreement or payment involving the
any Affiliates of the Parties to this Agreement otherwise permitted by the terms of this
Agreement shall not be affected by reason of the relationship between a Party and such
Affiliates or the approval of said transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement.
The Parties to this Agreement and their respective Affiliates may have interests in businesses
other than the cooperative business. The parties shall not have the right to the income or
proceeds derived from such other business interests and, even if they are competitive with the
cooperative business, such business interests shall not be deemed wrongful or improper.
7. PAYMENT OF EXPENSES
All expenses of each of the parties shall be paid by the Party in need of such services. The
Parties agree to pay for their own expenses to ensure the success of this Agreement.
8. PAYMENT TO PROJECT MANAGERS
Party A________ Party B_______
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Party B understands and agrees and commits to ensure timely payment to the Project
Managers whose services perform an integral contribution to this Agreement.
9. INDEMNIFICATION OF THE JOINT VENTURE PARTIES
The Parties to this Agreement shall have no liability to the other for any loss suffered which
arises out of any action or inaction if it is determined that such course of conduct was in the
best interests of the Parties and such course of conduct did not constitute negligence or
misconduct. The Parties to this Agreement shall each be indemnified by the other against
losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained
by it in connection with this Agreement.
10. DISSOLUTION
10.01 Events of the Parties. This Agreement shall be dissolved upon the happening of any of
the following events:
(a) The adjudication of bankruptcy, filing of a petition pursuant to a Bankruptcy Act,
withdrawal, removal or insolvency of either of the Parties;
(b) The sale or other disposition, not including an exchange of all, or substantially all, of the
contributed cash assets;
(c) Mutual agreement of the parties.
11. MISCELLANEOUS PROVISIONS
11.01 Books and Records.
The Parties shall keep adequate books and records at their own place of business, setting forth
a true and accurate account of all business transactions arising out of and in connection with
the conduct of the Parties within this Agreement.
11.02 Validity.
In the event that any provision of this Agreement shall be held to be invalid, the same shall not
affect in any respect whatsoever the validity of the remainder of this Agreement.
11.03 Integrated Agreement.
This Agreement constitutes the entire understanding and agreement among the parties hereto
with respect to the subject matter hereof, and there are no agreements, understandings,
restrictions or warranties among the parties other than those set forth herein provided for.
11.04 Headings.
The headings, titles and subtitles used in this Agreement are for ease of reference only and shall
not control or affect the meaning or construction of any provision hereof.
11.05 Notices.
Except as may be otherwise specifically provided in this Agreement, all notices required or
permitted here under shall be in writing and shall be deemed to be delivered when deposited
in the mail, postage prepaid, certified or registered mail, return receipt requested, addressed
to the Parties at their respective addresses set forth in this Agreement or at such other
addresses as may be subsequently specified by written notice.
Party A________ Party B_______
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11.06 Applicable Law and Venue.
This Agreement shall be construed and enforced under the laws of Hong Kong.
11.07 Other Instruments.
The Parties hereto covenant and agree that they will execute each such other and further
instruments and documents as are or may become reasonably necessary or convenient to
effectuate and carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 29th
Day of September, 2025.
Signed, sealed and delivered in the presence of:
Party A
DAEWOO ONG PHILS. CO., INC.,
____________________
Mr. Errol John A. Leus
Director
And
_____________________
Mr. Peter Charles Sandiego
Head Operations
Party B
SECURICORE LIMITED
____________________
Mr. Criag Wallace
Director
Party A________ Party B_______
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PASSPORT COPIES OF THE PARTIES
FOR: Party A:
Party A________ Party B_______
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FOR: Party B
BANK COORDINATES OF THE PARTIES
FOR: PARTY A
*ERC20 Wallet Address:
*TRC20 Wallet Address
Bank Name:
Street Address:
Party A________ Party B_______
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Account Name:
Account Number:
SWIFT Code:
Beneficiary:
FOR: PARTY– B:
Bank Name: HSBC
Street Address: One Queens Road, Central, Hong Kong
Account Name: Edmund W. H. Chow & Co. - Attorneys at Law
Account Number: 015-084338-838
SWIFT Code: HSBCHKHHHKH
Beneficiary: SCL and LB and Nominees
Party A________ Party B_______
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