DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

24
TRANSACTION CODE: YIYING/PRO/ B BUYER’S CODE: SPGBS/PRO/BD/ THIS D (BANK D IS MADE AND ENTERED INTO BETWEEN THE ISSUER : Name of Company : YIYING IN Address : 18/F, Chin Represented by : Mr. Horvat Designation : Principal H Passport Number : BD574406 Date of issue : 03 May, 20 Expiration : 03 May, 20 [HEREINAFTER KNOWN AND R AND THE BUYER : Corporate Name: S.C. PANGIRAN Mailing Address: Str. Gr. Urech Union Country: IASI , ROMANIA Represented by: Corporate Title: Citizenship: Passport No / Valid: SIR DR IR FERO CHAIRMAN/PR DOCTOR MALAYSIAN A25895236 23 JUNE 2017 [HEREINAFTER KNOWN AND PART] WHEREAS : The ISSUER covenants and provide an authentic, legitim described in Article 1.0 below, compliance with proper procedures free of all liens and/or encumbra WHEREAS : The BUYER warrants t via international banking arrang commercial bank collateral as fu documented funds of non criminal THEREFORE IN MUTUAL CONS CONTAINED HEREUNDER, THE SIG The "ISSUER" and "BUYER" are h “PARTY ". BD/USD-630M/30/01/15. DATE: 14/02/2015 /USD -630M/NW/30/01/15 DATE: 14/02/2015 DEED OF AGREEMENT DRAFT TRANSACTION) NTERNATIONAL DEVELOPMENT LIMITED nachem Tower, 34 Connaught Road Central th Attila Csaba Head 64 013 018 REFERRED TO AS THE ISSUER ” OF ONE N BUDI SERVICE S.R.L e nr. 1 -3, B1. W. Maracineanu mezanin IASI A OZ MUSA RINCIPAL OWNER REFERRED TO AS THE BUYER ” OF s that they have the mandate and legal auth mate, bank collateral (the " Bank Instrum derived and issued under due process and s, rules and regulations of issuing sovereig ances as security for re-payment of funding. that they have the legal authority and the finan gements in collateralizing the authentic, ully described herein below with good, clea origin. SIDERATION OF THE COVENANTS AND GNATORIES HEREBY AGREE AS FOLLOWS: hereinafter collectively referred to as the "PAR 5 5 D l, Hong Kong E PART] Romania European THE OTHER hority to invest ment ") as fully d obtained in gnty, delivered ncial resources , legitimate, an and cleared OBLIGATIONS RTIES", or as the

Transcript of DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

Page 1: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

THIS DEED(BANK D

IS MADE AND ENTERED

INTO BETWEEN THE

ISSUER:

Name of Company : YIYING IN

Address : 18/F, Chin

Represented by : Mr. HorvathDesignation : Principal H

Passport Number : BD5744064

Date of issue : 03 May, 2013

Expiration : 03 May, 2018

[HEREINAFTER KNOWN AND R

AND THE BUYER: Corporate Name: S.C. PANGIRAN BUDI SERVICE S.R.L

Mailing Address: Str. Gr. Ureche nr. 1 Union

Country: IASI , ROMANIA

Represented

by: Corporate Title:

Citizenship: Passport No /

Valid:

SIR DR IR FEROZ MUSACHAIRMAN/PRINCIPAL OWNERDOCTOR MALAYSIAN A25895236 23 JUNE 2017

[HEREINAFTER KNOWN AND

PART]

WHEREAS: The ISSUER covenants

and provide an authentic, legitima

described in Article 1.0 below,

compliance with proper procedures

free of all liens and/or encumbra WHEREAS: The BUYER warrants t

via international banking arrangem

commercial bank collateral as fu

documented funds of non criminal THEREFORE IN MUTUAL CONS

CONTAINED HEREUNDER, THE SIG

The "ISSUER" and "BUYER" are he

“PARTY ".

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

DEED OF AGREEMENT DRAFT TRANSACTION)

INTERNATIONAL DEVELOPMENT LIMITED

nachem Tower, 34 Connaught Road Central

vath Attila Csaba Head

5744064

2013

2018

REFERRED TO AS THE “ ISSUER ” OF ONE

S.C. PANGIRAN BUDI SERVICE S.R.L

Str. Gr. Ureche nr. 1 -3, B1. W. Maracineanu – mezanin IASI Romania European

IASI , ROMANIA

SIR DR IR FEROZ MUSA CHAIRMAN/PRINCIPAL OWNER

REFERRED TO AS THE “ BUYER ” OF

s that they have the mandate and legal auth

imate, bank collateral (the " Bank Instrume

derived and issued under due process and

s, rules and regulations of issuing sovereig

ances as security for re-payment of funding.

that they have the legal authority and the financial

angements in collateralizing the authentic,

ully described herein below with good, clean

origin.

SIDERATION OF THE COVENANTS AND

GNATORIES HEREBY AGREE AS FOLLOWS:

hereinafter collectively referred to as the "PART

: 14/02/2015

: 14/02/2015

D

l, Hong Kong

ONE PART]

IASI Romania European

THE OTHER

hority to invest

ment") as fully

and obtained in

eignty, delivered

ancial resources

ic, legitimate,

an and cleared

OBLIGATIONS

RTIES", or as the

Page 2: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

ARTICLE 1.0 DESCRIPTION

Bank Instrument : SEA

Bank Drafts No.# : BD#

Name of Bank : NATBANK Currency

Total Contract Value : US$630

1ST Tranche Value : US$190

2ND Tranche Value : US$190

3RD Tranche Value : US$250Invoice Price : 55%

Commission : 2%+2

CONSBD Hardcopy : DELIV

COUR

THRO

ARTICLE 2.0 TRANSACTION 1. The Provider and Beneficiary ex

contract to their respective bank

2. The Provider/Seller has been

Time Bank Draft as attached

issued to the Beneficiary’s Name

receiving bank account receive

buyer’s bank)

3. Within Two (2) Banking days t

then issues a Bank Comfort

confirming the capability to pay

(TMB BANK PCL – Phuket Bra

4. Within Three (3) Banking days

Bank via usual inter-bank bon

the Beneficiary.

5. The Beneficiary upon receipt

authentication and validation t

Beneficiary’s bank issue Bank

favor of Provider's nominated b

and the payment of consultant

bank accounts as per the IMFPA

4. The Seller/Provider’s nominated

and authenticated Bank Paym

then the Seller/Provider will in

MT-110 (APPENDIX “C”) to

SWIFT MT-110 to be sent to Bene

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

DESCRIPTION OF INSTRUMENT

SEASONED CASH BACKED BANK DRAFT (BD

# 10161959, BD#10161964 & BD#10161959

TWEST y : USD

$630,000,000.00 (SIX HUNDRED THIRTY M

$190,000,000.00 (ONE HUNDRED NINETY

$190,000,000.00 (ONE HUNDRED NINETY

$250,000,000.00 (TWO HUNDRED FIFTY M55% OF THE BD FACE VALUE

2%+2%+1% OF FACE VALUE SHALL BE PAID

NSULTANTS LIVERY OF ORIGINAL MADE VIA INTER-BAURIER TO BUYER’S BANK OR VIA HAND D

ROUGH OFFICIAL .

TRANSACTION PROCEDURES

xecute this agreement and both parties lodged t

k.

provided, a text, verbiage and/or similar to SO

in the contract for the Buyer reference, (Ban

ame as per this Agreement contract after the

e Bank Comfort Letter (BCL) via bank sec

the Beneficiary after lodged this agreement con

rt Letter (BCL) via Bank Secured E-Mail

ay for the Bank Draft to the Seller’s assigned

anch, Thailand).

Provider send the original Hardcopy Bank Dra

nded courier and Bank Draft shall be deposited

t the original Bank Draft, Beneficiary’s b

the legitimacy of Bank draft and when all diligen

ank payment undertaking via SWIFT MT-799 (A

bank account for agreed 55% of the face value

ant fees 2%+2%+1% which shall be paid in fa

PA .

ed bank within Three (3) banking days after s

ment Undertaking SWIFT MT-799 from the B

nstruct to his issuing Bank (NATWEST BANK-

Beneficiary’s assigned Bank account. The C

eneficiary’s E-mail for confirmation and follow u

: 14/02/2015

: 14/02/2015

D) ICC-600

1959

MILLION USD)

MILLION USD)

MILLION USD)

MILLION USD)

D TO ALL

ANK BONDED DELIVERY

their

SOFT copy of the

nk Draft to be re-

Seller’s assigned

cured E-Mail from

ntract to the bank

(APPENDIX “A”)

igned receiving Bank

aft to Beneficiary's

d in the account of

bank shall verify,

gence passed, The

APPENDIX “B”) in

of the Bank Draft

avor of nominated

successful Verified

Beneficiary’s bank

-UK) send SWIFT

Courtesy copy of

up

Page 3: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

BANK NAME TMB BA

BANK ADDRESS 76/3, R83000,

BANK SWIFT CODE TMBKT

ACCOUNT HOLDER

ACCOUNT NO.

T.T.K. C344-2-6

BANK OFFICER MS. ANONGLAK KANE / PERSONAL BANK OFFICER

BANK TELEPHONE +66 762

BANK FACSIMILE +66 762

BANKER E-MAIL [email protected]

7. Payment as agreed prices to

accounts and pay for all i

and authentication of SWIFT M

8. If the Beneficiary fail to do pay

bank to re-call back the Bank D

A). ARTICLE 3.0 BUYER’S BAN

MT199, RECEIVE BD VIA MT1

BANK NAME KASIKORNBANK PLC

BANK ADDRESS 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

BANK SWIFT CODE KASITHBK

ACCOUNT HOLDER ACCOUNT NO.

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

045-92-0817

BANK OFFICER VAEWTA

BANK TELEPHONE +662 9383040

BANK FACSIMILE +662 5131603

BANK OFFICER EMAIL TBA

ARTICLE 4.0 ISSUER’S BANK CO-ORDINATESBANK NAME NATWESTBANK ADDRESS 1. HARDBANK SWIFT CODE NWBKGACCOUNT HOLDER ACCOUNT NO.

DRAWEE655006

BANK OFFICER MORGANBANK OFFICER TITLE FOREINBANK TELEPHONE 074591

B). ARTICLE 4.0 SELLER/ISSVIA BANK SECURED E-MAIL

OFF/VALUE via MT103

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

BANK PUBLIC COMPANY LIMITED

RANONG ROAD, T. TALAT NUEA, A. MUANG PH, THAILAND.

THBK

CONSTRUCTION & DESIGN CO., LTD. 67956-3

MS. ANONGLAK KANE / PERSONAL BANK OFFICER

621-2123

621-1215

[email protected]

be remitted via SWIFT MT103 to Seller's

intermediaries as per IMFPA after verificati

MT-110 on bank-to-bank basis, within three (3)

ayment as agreed, then the Provider will instru

Draft from the Beneficiary’s receiving bank.

--------------------------------

NKING COORDINATES TO ISSUE BANK C

110 AND PAYMENT OF 55% + 2%+2%+1%

KASIKORNBANK PLC - LADPRAOW 25 BRANCH

1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

KASITHBK

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

0817-8 USD

VAEWTA JENSUPPAKARN

+662 9383040

+662 5131603

ES FOR ISSUING BANK DRAFT VIA MT-54EST BANK

DMAN BOULEVARD, MANCHESTER, M3

GB22L

EE BANK, BANK OF AMERICA, N.A 61164,

GAN R. S

NG DRAFT OPERATIONS

146124

SSUER’S BANK CO-ORDINATES FOR RE

AIL OR SWIFT MT199 /MT799 5

: 14/02/2015

: 14/02/2015

HUKET, PHUKET

s nominated bank

ication, validation

days.

uct to BD-Issuing

COMFORT SWIFT

+1% via MT103

1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

42

3AQ UK

ECEIVING BCL

55% PAYMENT

Page 4: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

ARTICLE 5.0 SECURITIESACT.

The commerce contemplated c

for a mutual benefit of the parshall it be construed or interpre

Act 1933 or provision or rules under the laws, statues, rules o

ARTICLE 6.0 LEGAAUTHORITY

The signatories hereto conform

and authorized to execute a cobound

by the terms and conditions asare made under full corporate an

ARTICLE 7.0 GOOD FAITH, GO

The Parties hereby recognize contingency that may arise. Ac

this Agreement shall operate

play, fairness and without detrim

with each other that they shall

given to the terms, conditions a

spirit as agreed.

ARTICLE 8.0 JURISDICTIONS A

This Agreement is governed by a

where both parties reside. In the

or in connection with this Agree

parties hereto, such shall be set

Kingdom and the parties heret

arbitration and hereby agree to

binding.

ARTICLE 9.0 ELECTRONIC MAIL

A copy of this Agreement or an

parties hereto and sent to the oth

carries the full force and effect facsimile copy bears the sendin

date and time which was placed

ARTICLE 10.0 TAXES.

Each Party shall be responsible

and to pay taxes to the appropri

to any third party they might ind ARTICLE 11.0 COUNTERPARTS

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

IES

constitutes a Private Placement Transact

arties identified herein and as such it is noeted within the meaning as defined in the

and/or similar regulations promulgated tor regulations of any other jurisdiction.

AL

m and attest that they are legally empow

onfirm deliver of this document and express

s setout herein and all statements and/or nd legal responsibility and under penalty o

OODWILL & FAIRPLAY

that it is impracticable to make proviccordingly, the parties hereby declare thei

between them in good faith, with goo

ment to the interest of any party and cov

l use their best endeavours to ensure th

and procedures of this Agreement in good

AND GOVERNING LAW

and construed in accordance with the Laws

e event of any dispute, controversy or clai

ement or alleged breach thereof, which is n

ettled by arbitration in accordance with the

to agree to use their best endeavours to

to accept the decision of such arbitrato

AIL

ny other document executed and/or signe

ther party hereto by Email or Facsimile Tra

as it were the hand delivered Original, prng party’s Transmitting Terminal Identifie

thereon electronically by the transmitter.

e to disclose all personal income from the

iate government authority and to pay any

dividually have contracted.

S

: 14/02/2015

: 14/02/2015

saction conducted

ot intended nor U.S. Securities

there under or

wered, qualified

essly agree to be

nd/or representations of perjury.

isions for every ir intention that

oodwill, with fair

venant and agree

hat full effect be

faith and in the

ws of the Country

im arising out of

ot settled by the

e Laws of United

to facilitate such

ors as final and

ed by any of the

ansmission (FAX)

rovided that the er (TTI) and the

ese transactions

fees respectively

Page 5: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

This Agreement may be executoriginal but all of which shall cons

ARTICLE 12.0: AGREEMENT

Time wherever mentioned in this

supersede all current valid agree

parties identified herein.

IN WITNESS WHEREOF:

By their Signatures hereon affix

understood and executed all pag

accepted and agreed to the gene

this Agreement when executhem, including their respective

AGREED AND ACCEPTED BY THE

SIGNED ON THE TH DAY OF FEB

FOR ON BEHALF OF BUYER

Signed by :

Full Name : S IR DR IR FEROZ

Title/Position : CHAIRMAN

Passport Number : A25895236

. Issued Date : 2 1 J A N U A R Y 2 0 1 5

Expiry Date : 2 3 JUNE 2017Place of Issue : JOHORE BHARU

==========================================================================FOR AND ON BEHALF OF ISSUER

COMPANY NAME : YIYING INTE

Signed by :

Full Name : Mr. Horvat

Title/Position : Principal H

Passport Number : BD5744064

Issued Date : 03rd May, 2

Expiry Date : 03Rd May, 2

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

ted in counterparts, each of which shall nstitute one and the same instrument.

s document shall be of essence. This Agreem

ements and understandings, oral or written,

xed, the parties hereto hereby confirm they

ges of this Agreement and that by doing so

eral terms & conditions and warrant one t

uted shall be fully binding and enf heirs, successors and assigns.

HE BUYER

BRUARY 2015 by

S IR DR IR FEROZ

2 1 J A N U A R Y 2 0 1 5

23 JUNE 2017

JOHORE BHARU

==========================================================================R:

TERNATIONAL DEVELOPMENT LIMITED

th Attila Csaba

Head

BD5744064

2013

2018

: 14/02/2015

: 14/02/2015

l be deemed an

ment shall

n, between the

y have read and

o have approved,

to the other that

forceable upon

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

Page 6: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

1ST Tranche

: 14/02/2015

: 14/02/2015

Page 7: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

2nd Tranche

: 14/02/2015

: 14/02/2015

Page 8: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/BD

BUYER’S CODE: SPGBS /PRO/BD/USD

D/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO /BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

3rd Tranche

Page 9: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

BANK COMFORT TEXT VERBIAGES

(For three ban

TO :

BANK NAME : TMB

BANK ADDRESS : 76/3

PHUK

SWIFT CODE : TMB

ACCOUNT NAME : T.T.K.

ACCOUNT NO. : 344-

BANK OFFICER : MS. ANONGLAK KANE / PERSONAL BANK OFFICER

BANK TEL : +66

BANK FAX : +66

SUB : PAY

TRANSACTION CODE : YIYIN

YR. REF. : PLBR

WE THE UNDERSIGNED BANK OF

----------------------------------------------------------------------

THAT WE ARE READY, ABLE AN

(THREE HUNDRED FORTY-SIX MI

TRANSFER TO YOUR CLIENT

DAYS AFTER CONFIRMED RECEI

VERIFIED OF MT110 OF THREE

HUNDRED THIRTY MILLION USD)

----------------------------------------------------------------------------------

-----------------------------, FROM ISSU

WITH OUR CLIENT INSTRUCTION

AND ABLE TO RECEIVE THREE

HUNDRED THIRTY MILLION USD ON

630M/30/01/15

THIS LETTER IS VALID FOR 15 DA

UNDER MENTIONED BANK OFFICE

FOR AND ON BEHALF OF: --------------------------------

---------------------------------------------------------------------

BANK OFFICER #1

Title & id #

[email protected]

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

APPENDIX “A”) VERBIAGES VIA BANK SECURED E-MAIL OR SWI

nk drafts total face value of USD630 Million)

B BANK PUBLIC COMPANY LIMITED

3, RANONG ROAD, T. TALAT NUEA, A. MUANG

UKET 83000, THAILAND.

BKTHBK

K. CONSTRUCTION & DESIGN CO., LTD.

-2-67956-3

MS. ANONGLAK KANE / PERSONAL BANK OFFICER

7621-2123

7621-1215

YMENT CONFIRMATION

NG/PRO/BD/USD-630M/30/01/15

LBRADO03210996

FFICERS OF ---------------------------------------, AT ------------------------

----------------------------------------------------------------------WITH FULL BANK

ND WILLING TO TRANSFER AMOUNT OF

MILLION AND FIVE HUNDRED THOUSAND

ASSIGNATED ACCOUNTS WITHIN THRE

IVED THE THREE ORIGINAL HARD COPY BAN

BANK DRAFTS TOTAL FACE VALUE $630

ON OUR CLIENT NAME AS BENEFICIARY NAM

----------------------------------------------------------------------------------, ACCOUNT NO.: -----------------------------

UING BANK: NATWEST BANK-UK.

N WE, ---------------------------------------------, ARE R

BANK DRAFTS TOTAL FACE VALUE $630,00

ONLY) AS PER THE TRANSACTION CODE: YIYIN

AYS FROM DATE OF ISSUE, AND IT IS VERIFI

ERS.

--------------------------------,

---------------------------------------------------------------------

#1 BANK OFFICER #2

# Title & id #

[email protected]

: 14/02/2015

: 14/02/2015

SWIFT MT-199

G PHUKET,

------------------------

RESPONSIBILITY

$346,500,000.00

D USD) VIA WIRE

EE (3) BANKING

ANK DRAFTS AND

,000,000.00 (SIX

ME IS: ----------------

-----------------------------

READY, WILLING,

,000,000.00 (SIX

NG/PRO/BD/USD-

IABLE WITH THE

Page 10: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

BANK PAYMENT UNDERTA

( for THREE BANK D

SWIFT INPUT :SWIFT MT-799

SENDER : BANK NAME :

BANK ADDRESS :

SWIFT CODE : BANK OFFICER :

BANK TEL/MOBILE :

BANK FAX : . ACCOUNT NAME :

ACCOUNT NO. :

RECEIVER :

BANK NAME : TMB BANK P

BANK ADDRESS : 76/3, RANON

83000, THAILASWIFT CODE : TMBKTHBK

ACCOUNT NAME : T.T.K. CONSTACCOUNT NO. : 344-2-67956

BANK OFFICER : MS. ANONGLAK KANE / PERSONAL BANK OFFICERBANK TEL : +66 7621-21

BANK FAX : +66 7621-12

SUB : PAYMENT CO

IN FAVOR OF :

79:NARRATIVE:

WE, -----------------------------------------------------------------------------------------------------------------------------

CONFIRM WITH FULL BANK RESPO

PAYMENT AGAINST DELIVERY OF REQAPPROVED VERBIAGE ON BEHALF OF

THE TOTAL AMOUNT OF (THREE HUND

$346,500,000.00 IN FAVOR OF SELLERDONE VIA MT103 WIRE TRANSFERAUTHENTICATION OF SWIFT M

BENEFICIARY/BEARER OR HOLDER T

THIS MT799 IS AN OPERATIVE INST

AND AGREED BANK INSTRUMENT IN FA

THESE FUNDS ARE CLEAN, CLEAR, A

OF FULL-DISCLOSURE HAS BEEN ES

NON-CRIMINAL BUSINESS ACTIVITIES

THIS IRREVOCABLE, ASSIGNABLE, T

FIFTEEN (15) INTERNATIONAL BANKIN

FEBRUARY, 2015. THIS IS AN OPERACOMMERCIAL CODE AS IT RELATES T

FOR AND ON BEHALF OF: --------------------------------

----------------------------------------------------------

BANK OFFICER and PIN: BANK NAME:

BANK ADDRESS:

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

(APPENDIX “B”)

RTAKING via MT-799 = 55%FV OF BD FACE

RAFTS TOTAL FACE VALUE OF USD 630 Millio

PUBLIC COMPANY LIMITED

NG ROAD, T. TALAT NUEA, A. MUANG PHUKET, P

AILAND.

STRUCTION & DESIGN CO., LTD. 6-3

MS. ANONGLAK KANE / PERSONAL BANK OFFICER 123

215

ONFIRMATION

-----------------------------------------------------------------------------------------------------------------------------

ONSIBILITY THAT WE ARE READY, WILLING, AN

REQUIRED AND AGREED INSTRUMENTS VIA MT1OF OUR CLIENT --------------------------------------------------------------

NDRED FORTY-SIX MILLION AND FIVE HUNDRED

ELLER’S ASSIGNAED BANK ACCOUNTS ABOVE, THE FER WITHIN THREE (3) BANKING DAY UPON VMT110 & BANK DRAFT DELIVER FOR THE

THEREOF.

TRUMENT FROM RECEIVING AND AUTHENTICATION

FAVOR OF OUR CLIENT .

AND FREE OF ANY LEVY, LIENS, OR ENCUMBRANC

STABLISHED THAT, SUCH FUNDS WERE LEGALLY

S.

TRANSFERABLE AND CALL-ABLE BANK PAY ORDER

NG DAYS FROM THE DAY OF FEBRUARY, 2015

ERATIVE BANK INSTRUMENT AND IS SUBJECT TO BANK CREDIT INSTRUMENT.

--------------------------------

----------------------------------------------------------

: BANK OFFICER NAME and PIN: E: BANK NAME:

S: BANK ADDRESS:

: 14/02/2015

: 14/02/2015

VALUE

on)

PHUKET

---------------------------------------------------------------------------------------------------------------------------------, HEREBY

ND ABLE TO FUND

MT110 AS PER YOUR --------------------------------------------------------------- - . IN

D THOUSAND USD)

HE PAYMENT TO BE VERIFICATION AND HE BENEFIT OF

ON OF REQUIRED

NCE AND THE RULE

LEGALLY OBTAINED FROM

ORDER IS VALID FOR

AND UNTIL THE

TO THE UNIFORM

Page 11: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

FORMAT OF

(1st (FIRST TRANCHE)

SENDER :

BANK NAME : NATWEST BABANK ADDRESS : 1, HARDMAN

BANK SWIFT CODE : NWBKGB22L BANK OFFICER : MORGAN R. SBANK TELE : 07459146124RECEIVER : BANK NAME :

BANK D ADDRESS :

SWIFT Code :

ACCOUNT NAME :

ACCOUNT NUMBER : BANK OFFICER :

BANK TEL :

BANK DRAFT NO. : ISSUING BANK : NATWEST BA

CURRENCY : USD

AMOUNT : 190,000,000.0ISSUED AT : UNITED KINGISSUING DATE : /02/2015

EXPIRTY DATE : /02/2016

WE THE UNDERSIGNED NATWEST

MANCHESTER M3 3AQ, UK, HEREB

BANK DRAFT TO THE ORDER OF

HOLDER THEREOF, AT MATURITY, USD ONLY) UPON PRESENTATION AND------------------------, REGISTERED OFFISUCH PAYMENT SHALL BE MADE WCHARGES, FEES, OR WITH HOLDINLEVIED, COLLECTED, WITHHELD OR ANY POLITICAL SUBDIVISION OR AUTHOR

THIS BANK DRAFT IS ASSIGNABLE,

WITHOUT THE PAYMENT OF ANY TRAUNIFORM COSTOMS AND PRACTICE FOR

OF COMMERCE PARIS, FRANCE, LATE

THIS BANK DRAFT SHALL BE GOVERLAWS OF UNITED KINGDOM.

FOR AND ON BEHALF OF : NATWEST BA

NO. 1, HARDMAN BOULEVARD, MANC

BANK OFFICER (1)

NAME:

TITLE/PIN:

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

APPENDIX “C”) F OPERATIVE BD VIA MT-110, ICC 600

E) & 2ND (SECOND TRANCHE OF USD190 Millio

BANK N, BOULEVARD, MANCHESTER, M3 3AQ, UK

L S. 4

BANK

.00 (ONE HUNDRED NINETY MILLION USD) GDOM 5

6

T BANK, REGISTERED OFFICE AT: 1, HARDMA

BY ISSUE OUR IRREVOCABLE, UNCONDITIONAL,

OF NAME --------------------------------------------------, T

THE SUM OF $190,000,000.00 (ONE HUNDRED D SURRENDER OF THIS BANK DRAFT AT THE COUICE AT: -------------------------------------------------------------------------------------

MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANG OF ANY NATURE PRESENTLY OR IN THE FOR ASSESSED BY THE GOVERNMENT OF THE UNIHORITY AND THEREIN AND THEREOF.

AND TRANSFERABLE WITHOUT PRESENTATION

ANSFER FEE OR CHARGES. THIS BANK DRAFT IS GOFOR BANK DRAFT AS SET FORTH BY THE INTERNA

EST REVISION OF PUBLICATION 600.

RNED BY AND SHALL BE CONSTRUED IN ACCORD

BANK

CHESTER, M3 3AQ, UNITED KINGDOM

) BANK OFFICER (2)

AME: NAME:

: TITLE/PIN:

: 14/02/2015

: 14/02/2015

on)

HARDMAN, BOULEVARD,

AL, TRANSFERABLE,

THE BEARER OR

ED NINETY MILLION UNTERS OF ----------

---------------------------------------------------------------------------- ANY DEDUCTIONS, FUTURE, IMPOSED, ITED KINGDOM.OR

OF IT TO US AND

GOVERNED BY THE ATIONAL CHAMBER

ORDANCE WITH THE

Page 12: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

FORMAT OF

3rd (TH

SENDER :

BANK NAME : NATWEST BA

BANK ADDRESS : 1, HARDMAN

BANK SWIFT CODE : NWBKGB22L BANK OFFICER : MORGAN R. SBANK TELE : 07459146124

RECEIVER : BANK NAME :

BANK D ADDRESS :

SWIFT Code : ACCOUNT NAME :

ACCOUNT NUMBER : BANK OFFICER :

BANK TEL : BANK DRAFT NO. :

ISSUING BANK : NATWEST BACURRENCY : USD AMOUNT : 250,000,000ISSUED AT : UNITED KING

ISSUING DATE : /02/2015

EXPIRTY DATE : /02/2016

WE THE UNDERSIGNED NATWEST

MANCHESTER M3 3AQ, UK, HEREBBANK DRAFT TO THE ORDER OF

HOLDER THEREOF, AT MATURITY, THE

ONLY) UPON PRESENTATION AND SURRE-----------------, REGISTERED OFFICE SUCH PAYMENT SHALL BE MADE W

CHARGES, FEES, OR WITH HOLDIN

LEVIED, COLLECTED, WITHHELD OR ANY POLITICAL SUBDIVISION OR AUTHOR

THIS BANK DRAFT IS ASSIGNABLE,

WITHOUT THE PAYMENT OF ANY TRAUNIFORM COSTOMS AND PRACTICE FOR

OF COMMERCE PARIS, FRANCE, LATE

THIS BANK DRAFT SHALL BE GOVER

LAWS OF UNITED KINGDOM.

FOR AND ON BEHALF OF : NATWEST BA

NO. 1, HARDMAN BOULEVARD, MANC

BANK OFFICER (1) NAME:

TITLE/PIN:

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

APPENDIX “CC”) F OPERATIVE BD VIA MT-110 –ICC 600

THIRD TRANCHE OF USD250 Million)

BANK

N, BOULEVARD, MANCHESTER, M3 3AQ, UK

L S. 4

BANK

0.00 (TWO HUNDRED FIFTY MILLION USD) GDOM

5

6

T BANK, REGISTERED OFFICE AT: 1, HARDMA

BY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, OF NAME “----------------------------------------------------T

HE SUM OF $250,000,000.00 (TWO HUNDRED FIF

RRENDER OF THIS BANK DRAFT AT THE COUNTERSE AT: -------------------------------------------------------------------------------------

MADE WITHOUT SET-OFF AND FREE AND CLEAR OF A

NG OF ANY NATURE PRESENTLY OR IN THE F

OR ASSESSED BY THE GOVERNMENT OF THE UNIHORITY AND THEREIN AND THEREOF.

AND TRANSFERABLE WITHOUT PRESENTATION

ANSFER FEE OR CHARGES. THIS BANK DRAFT IS GOFOR BANK DRAFT AS SET FORTH BY THE INTERNA

EST REVISION OF PUBLICATION 600.

ERNED BY AND SHALL BE CONSTRUED IN ACCORD

BANK

CHESTER, M3 3AQ, UNITED KINGDOM

) BANK OFFICER (2) AME: NAME:

: TITLE/PIN:

: 14/02/2015

: 14/02/2015

HARDMAN, BOULEVARD,

AL, TRANSFERABLE, THE BEARER OR

FIFTY MILLION USD

ERS OF ----------------- -----------------------------------------------------------------------------

ANY DEDUCTIONS,

FUTURE, IMPOSED,

ITED KINGDOM OR

OF IT TO US AND

GOVERNED BY THE ATIONAL CHAMBER

ORDANCE WITH THE

Page 13: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

IRREVOCABLE M

Date: Sunday, February 15, 2015.

I, SEGUNDO ANGEL ESTRADA

Director of PROMOCION Y

AAA529230 SPAIN (hereinafte

financial responsibility, hereby

notification, without prejudice,

entitled to the Consultants, who

in this document, via Wire Transthe Contract. This Fee Agreemen

and is and shall remain an intrias referenced with the Seller’s, B

remain in effect until the Contra

fully completed.

The Buyer/Payer further agrees

for services rendered and are ir

be paid simultaneously with the

referred to in this contract. The

deductions, excluding bank tra

subsequent transactions with th

We confirm that upon the execu

Irrevocable Payment Order. Thi

and a copy from that bank will We agree that this Consulting Fee

In recognition of the services r

contractual formalities and the cundersigned Buyer/Pay or, he

demand or delay, promise and

total face value of each invoiced

called collectively the “Benef

Consultancy fee shall be paid

concurrently with each paymen

Consultancy fees shall be paid

transfer, to your designated PaymaThis “Consulting Fee Agreement

to the benefit of the Beneficiaries

successors and assigns as the carenewals, extensions and additio

This Consulting Fee Agreement,

be considered an original legally

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

MASTER FEE PROTECTION AGREEMENT

& PAYMENT-

ORDER

RADA LOARECES, authorized signatory Y VENTAS CASTILLA LA MANCHA SL

er the “Buyer/Payer”) acting with full

by irrevocably and unconditionally, with

recourse, or delay guarantee to pay the

ose Paymaster Accounts or Banking Co-ord

nsfer, at the time of settlement of each and nt is our irrevocable pay order to the Cons

icate part of the Contract between the BuyBuyer’s and Transaction Codes above. This

ract, including any renewals, extensions and

ees that the fees and commissions stated ar

rrevocable, irretrievable and unconditionall

e payment of each and every tranche of

he fees will be free of legal impediment

ransfer fees and routine banking delays,

his Seller.

ution of this Consulting Fee Agreement this

is Consulting Fee Agreement shall be lodg

l be forwarded to the Consultants Paymasee Agreement will also be lodged with the Se

rendered towards the negotiation and co

commencement of the above referenced traereby irrevocably and unconditionally, w

guarantee to pay fees of Five percent (2%

ed instruments, for the benefit of the Consul

ficiaries” and individually a “Beneficia

upon the successful closing of each and

nt of the instruments purchased by us. F

in good, clean, clear and unencumbered

master accounts or banking coordinates. t” is unconditional, assignable and divisib

es/Consultants and their respective heirs,

e case may be, until this transaction, inons are fully completed.

t, if transmitted by facsimile or as email att

y enforceable document.

: 14/02/2015

: 14/02/2015

ENT

y and Managing SL Passport No.

l corporate and

hout protest or

consultancy fee

dinates are listed

every tranche of sultants involved

uyer and the Seller s pay order shall

nd additions are

re compensation

ly guaranteed to

the instruments

and free of any

for this and all

s document is an

dged in our bank

sters or Banking. eller’s bank.

ompletion of the

ransaction, we the y, without protest,

%+2%+1%) of the

ltants hereinafter

ary”. The said

nd every tranche

Further, the said

d Euros via wire

ble. It shall inure

s, administrators,

ncluding any/all

ttachment, shall

Page 14: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

Generally recognized Internation

are applicable for a period of Five

of the contract including an

completed and we agree to respAll negotiations, terms and

their perspective legal counseramifications of their own act

any legal actions brought on by

The above stated codes, (the

other identification codes shal

transaction, including any ren

we agree to respect those. The Consulting Fee of Five every tranche of this transaction i

Buyer/Pay or to the Paymaste

with the four Percent (5%) sh

Paymaster. Banking details t

Beneficiaries/Consultants with2% to Seller’s Mandates-Side, 3

BUYER’S BANKING COORDINATES

BD VIA MT110 AND PAYMENT OF

BANK NAME KASIKORNBANK PLC

BANK ADDRESS 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

BANK SWIFT CODE KASITHBK

ACCOUNT HOLDER

ACCOUNT NO.

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

045-92-0817

BANK OFFICER VAEWTA

BANK TELEPHONE +662 9383040

BANK FACSIMILE +662 5131603

BANK OFFICER EMAIL TBA

(A). SELLER GROUP: 2% [TWO PE

WITH ROLLS AND EXTENSIONS O

(A1). SELLER’S MANDATE ACCO

Beneficiary Name TONYFRED ( FREDERICK CALITZ)

Bank Name BANGKOK BANK PCL

Bank Address 333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND

Account Name FREDERICK CALITZ

Account No. 101-8-70 3619

SWIFT CODE BKKBTHBK

Bank Telephone +662-231-4333

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

nal Standards of Non-Circumvention and

e (5) years from the date of this document o

ny renewals, extensions and additions

pect those. nd conditions are between the princip

el only. Both principal parties are resptions. All Consultants involved are held

by either party.

e Seller’s code to be provided by the

ll remain the same and shall not be cha

newals, extensions and additions are fully

Percent (2%+2%+1%) of the face value

including any rolls or extensions to be

ers listed below on behalf of the consul

hared in the exact portion noted and as

to follow if not supplied are subject

h 3% to Buyer’s Mandate-Side Consultants as

ES TO ISSUE BANK COMFORT SWIFT MT199, R

F 55% + 2%+2%+1 via MT103

KASIKORNBANK PLC - LADPRAOW 25 BRANCH

1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

KASITHBK

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

0817-8 USD

VAEWTA JENSUPPAKARN

+662 9383040

+662 5131603

PERCENT] OF THE TOTAL CONTRACT AMOUNT

OF EACH AND EVERY TRANCHE

OUNT = 1.0% OF BD FACE VALUE CLOSED

TONYFRED ( FREDERICK CALITZ)

BANGKOK BANK PCL

333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND

FREDERICK CALITZ

70 3619

BKKBTHBK

4333

: 14/02/2015

: 14/02/2015

Non-Disclosure

or the last date

that are fully

pal parties and

ponsible for the d harmless from

Seller) and any

anged until this

y completed and

from each and

e paid by the

ltants referenced

ssigned to each

to change by

s follows:

RECEIVE

1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

[EUROS]

333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND

Page 15: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

A) SELLER SIDE COMMISSION: 1%

(EUROS) WITH ROLLS AND EXTEN

SELLER’S INTERMEDIARY GROU

Beneficiary Name MR. PRA

Bank Name MAYBAN

Bank Address #4B, STRE

Account Name MR. PRA

Account No. 0001501

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE:

Bank Swift Code MBBEKHP

Bank Officer TBA

Bank Phone No. +855-23-2

Bank Fax No. +855-23-2

Bank E-Mail mbb@may

(A2) SELLER’S INTERMEDIARY GROUP TWO:

BANK NAME INDUSTRIA

BANK ADDRESS BRANCH

161/2-5, V10210, TA

CENTER.

SWIFT CODE ICBKTHBK

ACCOUNT NAME MR. THON

ACCOUNT NUMBER 105-0-0343

BANK OFFICER MISS. JAR

BANK TELEPHONE +662-996-

BANK FACSMILE TBA

BENEFICIARY NAME

Thongyoo S.D.V.Gro

Thanitsak

A3) SELLER’S INTERMEDIARY GROUP TWO:

BANK NAME UNITED O

BANK ADDRESS THE MALL

SWIFT CODE UOVBTHBK

ACCOUNT NAME ORIENTAL

ACCOUNT NUMBER 764-1-634

BANK OFFICER MRS. RUN

BANK TELEPHONE +662-378-

BANK FACSMILE +662-378-

E-MAIL ADDR. rungrat.wun

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

1% (ONE PERCENT) OF TOTAL CONTRACT AMO

NSIONS OF EACH AND EVERY TRANCHE

UP ONE = 0.15% OF BD FACE VALUE CLOSED

ATEEP PONIMDANG

NK (Cambodia) PLC.

STREET 114 (Kramoun Sar) PHNOM PENH., CAM

ATEEP PONIMDANG

100106509

BD/USD-630M/30/01/15. DATE: 14/02/2015

DATE: 14/02/2015

PP

210 123, 210 233

210 099

aybank.com.kh

WO: ACCOUNT = 0.60% OF BD FACE VALUE CLOSED

AL AND COMMERCIAL BANK OF CHINA (THAI

VIPHAVADIRANGSIT ROAD, SIKAN, DONMUANTAHILAND. VIPHAVADIRANGSIT-DONMUANG BU

K

NGYOO PIACHUAD

436-8

JARAVEE VIMANRAT

-9902-5

Piachuad = 0.40% roup = 0.10%

kdi = 0.10%

WO: ACCOUNT = 0.25% OF BD FACE VALUE CLOSED

OVERSEAS BANK (THAI) PCL

LL BANGKAPI, KLONGCHAN, BANGKOK 10240, T

BK

AL INTERWOOD CO., LTD.

3493-3

NGRAT WUNPUAN

-0973-4

-0973-4

[email protected]

: 14/02/2015

: 14/02/2015

OUNT

MBODIA.

: 14/02/2015

: 14/02/2015

ED

I) PCL

NG, BANGKOK USINESS

ED

THAILAND.

Page 16: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

COMMISSION

Bank Name STANDARD CHARTERED BANK

Bank Address BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66

ROAD, TSIM SHA TSUI, KOWLOON, HONG KONG

Account Name SYAREENA BINTI SHAHBUDIN

Account No 57487970331 (MULTI

SWIFT Code SCBLHKHHXXX

Bank Officer Name YIP SIU FAI, KENNY

Phone +852 2739 0800

BENEFICIARY

Beneficiaries VALERIE TAYLOR

Bank Name BANK OF AMERICA

Bank Address 100 WEST 33

Account Name VALERIE TAYLOR

Account No 325051991432 ABA ROUTING 026009593

SWIFT Code BOFAUS3N

Bank Officer Name TBA

Phone TBA

BENEFICIARY

SPECIAL INSTRUCTIONS

EMAIL ADDRESS FOR

NOTIFICATION OF FUNDS

ALL TRANS

Non-Crimi

with such,

Immediate

Transfer slip

(B). BUYER GROUP: 3% [THREE PE

WITH ROLLS AND EXTENSIONS OF

(BU2). BUYER’S INTERMEDIARY A

ROLLS AND EXTENSIONS OF EACH

(BU3). BUYER’S INTERMEDIARY A

SPECIAL INSTRUCTIONS EMAIL ADDRESS FOR NOTIFICATION OF FUNDS

ALL TRANClear, of Nassociated Cash ImmWire Tran

for legal vregulation

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

STANDARD CHARTERED BANK

BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66

ROAD, TSIM SHA TSUI, KOWLOON, HONG KONG

SYAREENA BINTI SHAHBUDIN

57487970331 (MULTI-CURRENCY ACCOUNT)

SCBLHKHHXXX

YIP SIU FAI, KENNY

+852 2739 0800

VALERIE TAYLOR

BANK OF AMERICA

100 WEST 33RD ST NEW YORK 10001

VALERIE TAYLOR

325051991432 ABA ROUTING 026009593

BOFAUS3N

SFER INSTRUCTIONS SHALL STATE: “Funds are Clean

inal Origin and are customary remuneration normall

, standard, financial transactions of this nature Payab

ately Upon Receipt By Beneficiary’s Bank and a copy o

sfer slip shall be emailed to:

ERCENT] OF THE TOTAL CONTRACT AMOUNT

F EACH AND EVERY TRANCHE

ACCOUNT = 2.00% OF BD FACE VALUE

H AND EVERY TRANCHE

ACCOUNT = 1.00% OF BD FACE VALUE

RANSFER INSTRUCTIONS SHALL STATE: “Funds Non-Criminal Origin and are customary remuneration n

ed with such, standard, financial transactions of this namediately Upon Receipt By Beneficiary’s Bank and a ansfer slip shall be emailed to:E-Mail:[email protected]

verification and documentation pursuant to Patriot Acns with One Original Contract copy to be filed with B

: 14/02/2015

: 14/02/2015

BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66-70 NATHAN

and Clear, of

ly associated

ble in Cash

of Bank Wire

[EUROS]

s are Clean and n normally ature Payable in copy of Bank

:[email protected]

ct/Banking Bank

Page 17: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

Each of the above named Paymast

percentages of commission via a se

as indicated. Each Paymaster will

authorized Beneficiaries/Consultan

commission transfers are to be ma

transaction or transaction tranche

or delays of any kind whatsoever. Signature, of the Board of Directors. Name: S I R D R I R F E ROZ

Passport No A 25895236

Signed Date: 21.03.2015

Company seal:

:

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

ters will be responsible for making onward paymen

eparate pay order to each of the named, author

will issue the relevant Payment Order to each o

ants subject to their specific “Consulting Fee

ade by wire and transferred immediately upo

or as soon thereafter as banking processes al

: 14/02/2015

: 14/02/2015

ayments of agreed

rized Beneficiaries

of their respective

e Agreement”. All

on closing of each

allow without liens

Page 18: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

CHANGE OF BANK COORDINATE

In the event that the Beneficiaries d

will each serve prior notice of such

thereof.

GOVERNING LAW:

Parties hereby agree to submit any

the rules of the America Arbitrat

of Colorado and the law of the state

to legal costs, arbitration costs an

the arbitrator but in the event that

award of the arbitrators, the pre

attorney’s fees for the post arbitrat

may be entered in any court having

TAXES:

Parties to this “Consulting Fee A

payments and/or distributions here

the independent responsibility of ea

of any related taxes is the sole respo

The receipt of this document consti

transactions herein are not to be in

are bound to obey and be in complia

herein.

BINDING:

THIS “CONSULTING FEE AGREEM

the benefit of the parties, the bene

mutual advantage or goodwill. In

surviving parties and beneficiaries

any and all proceeds of this “Con

deceased party under the same terms

NON-CIRCUMVENTION:

The “Parties” intending to be legally

they shall not, directly or indirectly

pass, or obviate each other’s intere

source, lender, investor, trust, b

institution or to change, increase

established fees, commissions, or c

contracted relationships with sour

partners or financial institutions o

buy/sell relationships, or transacti

corporation, partnership, other enti

one another in connection with the

NON-DISCLOSURE:

Furthermore, the “Parties” irrevocab

or indirectly to any third party, any

otherwise acquired, particularly, c

arrangements, schedules, and info

trusts, brokers, clients and/or equ

and specific individual names,

addresses, references, and/or other

confidential or privileged, without t

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

ES

decide to change the coordinates of their receivin

change in writing to Seller/Pay or within eight

dispute or controversy, at law or in equity, to

tion Association. Said dispute shall be he

e of Colorado shall govern. The prevailing party

nd arbitrator’s fees. Attorney’s fees may no

hat legal action becomes necessary to confirm an

evailing party in arbitration shall be entitled

tion action. Judgment upon the award render

g jurisdiction thereof.

Agreement” are independent contractors and

eunder are divided interests. All taxes, federal,

ach of the parties hereto. Reporting of income

onsibility of the Beneficiaries/Consultants.

itutes acknowledgement on the part of recipien

in violation of existing regulations and laws and

liance with all regulations and laws as related t

MENT” shall be binding, individually or collectiv

eneficiaries and their respective successors and

the event of death of any of the parties or

ies agree that the beneficiaries of the deceased p

nsulting Fee Agreement” that would have bee

ms and conditions as if the party were not decea

legally bound, hereby irrevocably agree, and guarantee

ly interfere with, circumvent or attempt to circu

st, or the interest or relationship between the

broker, consultant, client and/or equity part

or avoid directly or indirectly payment of est

continuance of pre-established relationships or

rces, lenders, investors, trusts, brokers, clien

or with intermediaries, entrepreneurs, legal co

ional relationships that by-pass one of the “

ity or individual revealed or introduced by one

“Project/Transaction” described above.

ably agree that they shall not disclose or otherwise

any confidential information provided by one part

contract terms, product information, or price

ormation concerning the identity of sources, l

uity partners, or financial institutions, or their

addresses, principals, or telex/fax/phone

her information, advised by one “Party” to

the prior specific written consent of the “Part

: 14/02/2015

: 14/02/2015

ng banks they

(8) banking hours

o arbitration under

eard in the State

y shall be entitled

ot be awarded by

and/or collect the

led to reasonable

er by the arbitrator

d all contemplated

state or other, are

e and the payment

ients hereof that the

and all parties herein

to the transactions

vely, upon and for

and assigns for their

beneficiaries, the

party shall receive

en earned by the

ased.

ee each other that

umvent, avoid, by-

“Parties” with any

rtner, or financial

tablished or to be

intervene in non-

clients and/or equity

ounsel, or initiate

“Parties” with any

of the “Parties” to

wise reveal directly

rty to the other, or

ices, fees, financing

lenders, investors,

heir representatives,

e numbers, email

another as being

ty” providing such

Page 19: DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

information. Neither “Party” may b

above mentioned confidential informa

CONFIDENTIALITY:

The “Parties” agree that as material

information contained herein, that e

of this agreement to any other non

other party to this agreement or th

The “Parties” agree that failure to co

material breach of this agreement a

lawful remedies which may be availa

IN WITNESS HEREOF, I HEREBY

AUTHORITY, THAT THE ABOVE T

SIGNATURE ON THIS DECLARATIO

AGREED AND ACCEPTED BY THE

SIGNED ON THE 14 TH DAY OF FE

FOR ON BEHALF OF BUYER

Signed by :

Full Name : S IR DR IR FEROZ

Title/Position : CHAIRMAN

Passport Number:.A 25895236

Issued Date : 21 . 01 . 2012

Expiry Date : 2 3 . 06 . 2017

Place of Issue : MALAYSIA

======================================================================FOR AND ON BEHALF OF ISSUER

COMPANY NAME : YIYING INTE

Signed by :

Full Name : Mr. Horvath Attila

Title/Position : Principal Head

Passport Number: BD5744064 Issued Date : 03rd May, 2013

Expiry Date : 03Rd May, 2018

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

e held liable if, through no action or fault of

mation is released by the owner or a third party.

ial inducement to enter into this agreement an

each party hereby agrees never to disclose or re

n- party, nor to discuss the contents of this ag

his transaction, unless compelled by a governmen

omply with the mandate of this sub-paragraph

and shall be grounds to suspend payments in a

able.

EBY ATTEST, AFFIRM, AND ACKNOWLED

TERMS ARE AGREED AND ACCEPTABLE, B

ON FOR AND ON THE BEHALF OF

HE BUYER

EBRUARY, 2015 by

S IR DR IR FEROZ

======================================================================R:

TERNATIONAL DEVELOPMENT LIMITED

a Csaba

: 14/02/2015

: 14/02/2015

theirs, any of the

y.

nd to disclose the

eveal the contents

agreement with any

nmental authority.

shall constitute a

additional to other

EDGE WITH FULL

BY AFFIXING MY

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

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TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

COLO

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

OUR COPY PASSPORT OF SELLER

: 14/02/2015

: 14/02/2015

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TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

COLOU

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

UR COPY PASSPORT OF BUYER

: 14/02/2015

: 14/02/2015

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TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

Principal: S.C. PANGIRAN BUDI SERVICE S.R.L

Represented By: SIR DR IR FEROZ

Nationality: MALAYSIAN

Passport Number: A 25895236

Date Of Issue: 21 JANUARY 2012

Date Of Expiration: 23 JUNE 2017

Date Of Birth: 08 NOV 1974

Place Of Birth: JOHORE BHARU

SSN/Identity No.: 741108017575

Contact Address:

Contact Telephone No.: +6017

Add. Telephone No.:

Mobile Telephone No.: +60177430448

Facsimile No.:

E-Mail Address: [email protected]

Occupation: PRINCIPAL BUSINESS OWNER

Business Name: S.C. PANGIRAN BUDI SERVICE S.R.L

Business Address: IASI , ROMANIA,EU UNION

Business Telephone: TBA

Business Facsimile: TBA

Legal Counsel: S.M NASIR HUSSAINI & CO

Address: 1-08-02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000 SHAH ALAM, SELANGOR , MALAYSIA

Telephone No.: +60355118268

Facsimile No.: +60355108268

Bank Name: KASIKORNBANK PLC

Bank Address: 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

Account Name: ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

CLIENT

In accordance with Articles two (2)

Federal Marketing Commission

money laundering, the following

Institutions for

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

S.C. PANGIRAN BUDI SERVICE S.R.L

SIR DR IR FEROZ

MALAYSIAN

A 25895236

21 JANUARY 2012

23 JUNE 2017

08 NOV 1974

JOHORE BHARU

741108017575

+6017-7430448

+60177430448

[email protected]

PRINCIPAL BUSINESS OWNER

S.C. PANGIRAN BUDI SERVICE S.R.L

IASI , ROMANIA,EU UNION

S.M NASIR HUSSAINI & CO

02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000 SHAH ALAM, SELANGOR , MALAYSIA

+60355118268

+60355108268

KASIKORNBANK PLC - LADPRAOW 25 BRANCH

1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

CLIENT INFORMATION SHEET

Buyer (2) through five (5) of the Due Diligence Con

Circular of December 1998, concerning the

information may be supplied to banks and/

purposes of

: 14/02/2015

: 14/02/2015

02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000

BRANCH

1003/1 LADPRAOW RD. LADYAO , JATUJAK

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

nvention and the

he prevention of

nd/or other Federal

verification.

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TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

Account No.: 045-92

Acct. Signatory Name: ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

Bank Officer: TBA

Bank Officer Address: TBA

Bank Officer Telephone: +662 9383040

Bank Officer Facsimile: +662 5131603

Bank Email: TBA

S.W.I.F.T.: KASITHBK

6. Amount of funds/instru

FDollars (500,000,000,000.00

Declaration: I hereby swear und

true and accurate. I am the si

engaged in this transaction are

cleared. The origin of funds is

forth by the Financial Action Task

AGREED AND ACCEPTED BY THE

SIGNED ON THE 14th DAY OF FEB

Signed by :

Full Name : SIR DR IR FEROZTitle/Position : CHAIRMAN

Passport Number : A 25895236

Issued Date : 21 JAN 2012

Expiry Date : 23 JUNE 2017

Place of Issue : MALAYSIA

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

92-0817-8 USD

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

+662 9383040

+662 5131603

KASITHBK

ument on deposit and available for collatera

(500,000,000,000.00 USD)

under penalty of perjury, that the information

ignatory on the aforementioned bank acc

derived from non-criminal origin; and, are

in compliance with Anti-Money-Laundering

sk Force (FATF) 6/01.

HE BUYER

BRUARY, 2015 by

SIR DR IR FEROZ CHAIRMAN

A 25895236

21 JAN 2012

23 JUNE 2017

MALAYSIA

: 14/02/2015

: 14/02/2015

ATTHA DESIGN AND CONSTRUCTION LTD.,PART.

al:

provided is both

count. All monies

good, clean and

ng Policies as set

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TRANSACTION CODE: YIYING/PRO/B

BUYER’S CODE: SPGBS /PRO /BD/USD

CORPORATE

All directors from (Director) S.C. PANGIRAN BUDI SERVICE S.R.L

in attendance, in person or by telethen held concerning the issue, and al

of the board members.

The Board of Directors of S .C . PANGIRAN BUDI SERVICE S .R .L, an International Business CompanRegistered Office at , in a meeting, resolutions:

RESOLUTION : it is resolved that thOperation in Malaysia/Asean , born on 2 5 8 9 5 2 3 6 , issued on 21 .01.2012, E

as our project Operation/CEO who ass

arrange, monitor, execute, manage,

the Non –Recourse investment th

TRANSACTION CODE: YIYING/PRO/

RESOLUTION: it is resolved that at thifact acts for the , with regards to the afores

RESOLUTION: it is resolved that our PresDirector, for the obtaining of the aforesa

RESOLUTION: it is resolved that the Boduties, signatory rights and responsibiliti

RESOLUTION: it is resolved that SIR DR IR FEROZ

and / or custodial account in any bbe acquired by such bank to accompli

to said bank on our behalf. Whereupon, on motion duly made and sec

An emailed copy hereof shall be deemed

For and on behalf of Funder: Signature, of the Board of Directors. Name: S IR DR I R F EROZ

Passport No A25895236

Signed Date: 21 .03.2015

Company seal:

BD/USD-630M/30/01/15. DATE: 14/02/2015

SPGBS /PRO/BD/USD-630M/NW/30 /01 /15 DATE: 14/02/2015

CORPORATE BOARD RESOLUTION

S.C. PANGIRAN BUDI SERVICE S.R.L ,and company Inspect

ephone conference or other communication, genall aspects of the same, were fully explained in detai

S .C . PANGIRAN BUDI SERVICE S .R.L ny organized and existing under the Laws of th held on this 04 th day of February ,2015, ado

he Board of Directors of hereby authorized and on on 08 nov 1974 resident at holder of MALAYSIAN Expiry Date 23 JUNE 2015

ssigned authority, on our behalf, stay and name, to

e, and sign any and all agreements and/or necessary

he amount USD Six Hundred Thirty Million (USD 63

RO/BD/USD-630M/30/01/15

is meeting of the Board of Directors that our Presiforesaid financial investment.

resident / CEO and in fact is hereby authorized to aaid purpose.

oard of Directors of hereby authorized to assume alilities and on our behalf.

SIR DR IR FEROZ is hereby authorized to open a corpor

bank, domestic or foreign, and to sign such resollish the objective(s) as stated herein, and to give irrevoc

seconded the above resolutions was unanimously ad

ed as original for all purposes until the original is prod

: 14/02/2015

: 14/02/2015

tor (Secretary) were

neral discussion was il to the satisfaction

he MALAYSIA with opted the following

d appoint Project MALAYSIAN Passport No: A

o instruct, negotiate,

ry contracts and for

30,000,000.00) with

ident / CEO and in

act as our Financial

ll authority, powers,

orate, trading, trust

lutions as February rrevocable instructions

dopted.

duced.