Non-Negotiable Procedure/Non-Monetary/Private/Second-hand goods/Recyclable with

purity of 99.95%-99.99% (Year 1999 – 2019)

DAP END BUYER'S GOLD REFINERY,

( DUBAI)
(FROM HONG KONG, DUBAI, ZURICH, LONDON, USA, OTTAWA, BANGKOK, OR SYDNEY SECURITY / BONDED
WAREHOUSE)

SALES AND PURCHASE AGREEMENT (SPA) FOR XXXX MT

EXPIRED, RECYCLABLE AND USED
INTERNATIONAL PRECIOUS METAL HS71081200 (IN BAR FORM)

(This transaction is based on the use of SWIFT Bank to Bank authentication and confirmation via the bank's internal SWIFT service
and at the SWIFT head office in Brussels, Belgium (No ATV), using the international procedure and INCOTERMS 2010 or the latest
version must be applied - NO SWISS PROCEDURE and NO POP will be displayed outside the SWIFT or banking system).

DRAFT ONLY SUBJECT TO Seller Transaction Code: xxxxx

FINAL APPROVAL BY RELEASING
SELLER TRANSACTION CODE Buyer Transaction Code: SPA2025/DDPDUBAI/xxxx

OFFICIAL SELLER APPROVAL DATE: XX MARCH 2025

BY AND BETWEEN:
END SELLER :
REPRESENTED BY :
CONTACT NUMBER/ADDRESS/DETAILS :

PASSPORT NO. :
HEREINAFTER CALLED : “AUTHORIZED SIGNATORY / END SELLER”
AND
END BUYER :
REPRESENTED BY : MR.
ADDRESS :
CONTACT NUMBER :
Seller Initials Page 1/29 Buyer Initials
EMAIL :
(COUNTRY) PASSPORT NO. :
HEREINAFTER CALLED : “AUTHORIZED SIGNATORY / END BUYER”
ALL PARTIES MAY BE REFERRED TO INDIVIDUALLY AS A “PARTY”, OR COLLECTIVELY AS “PARTIES”.

SUBJECT: SCRAP, EXPIRED, RECYCLABLE, AND USED INTERNATIONAL PRECIOUS METALS (NON-IRON
ORE) HS71081200 IN BAR FORM - IMPORTABLE AND EXPORTABLE WORLDWIDE 99.95% OR
BETTER UNDER PRIVATELY HELD COMPANY LEGALIZED FOR INTERNATIONAL IMPORT OR
EXPORT AS RETURN GOODS / EXCHANGE / BACKUP CURRENCY / COMMERCIAL PURPOSES
WHEREAS, the Seller, has the authority and legal right to sell this Expired/Recyclable/Used precious AU Metal
as specified herein (hereinafter referred to as “Commodity”) of the Owner, under private and off-market
terms and conditions, and enters this SPA under the Transaction Code: xxxx
WHEREAS the seller complies with one of the following LBMA industry initiatives; Responsible Gold Guidance
based on Recycled Gold: Gold that has been previously refined. This term traditionally encompasses anything
that is gold-bearing and has not come directly from a mine in its first gold life cycle. In practical terms,
recyclable material includes end-user, post-consumer products, scrap and waste metals, and materials arising
during refining and product manufacturing, and investment gold and gold-bearing products. This category
may also include fully refined gold that has been fabricated into grain, good delivery bars, medallions and
coins that have previously been sold by a refinery to a manufacturer, bank, or consumer market, and that may
thereafter need to be returned to a refinery to reclaim their financial value, or for transformation into other
products (e.g. 1 Kilo bars).
WHEREAS the Seller presents to the Buyer a verifiable Notary Certificate confirming that the Seller has at his
disposal a Contract from the Commodity owner allowing him to sell and transfer the legal and beneficial title
to the commodity quantity as stated herein (will be confirmed via a bank-to-bank basis).
WHEREAS the Seller confirms and warrants that the Commodity is free and clear of any liens, encumbrances,
or mortgages. The Seller further confirms and warrants that the Commodity is not subject to any legal action,
nor is it of criminal origin, nor has it been left as a deposit or collateral for a credit line or a financial
instrument and are fully tradable and movable out of HONG KONG, DUBAI, ZURICH, LONDON, USA, OTTAWA,
BANGKOK, OR SYDNEY SECURITY / BONDED WAREHOUSE. The Seller will provide to the Buyer with Export
Permit / Export License for the gold which can be verified before the Buyer pays for the gold (subject to the
final assay report and transfer of the titles of the Commodity).
WHEREAS, the Buyer, confirms with full corporate authority and legal responsibility, that the Buyer is ready,
willing and able to purchase the said Commodity using USD ($) OR EURO (€) OR HKD ($) OR RMB（￥）funds
which are good, clean, clear, authenticated as genuine, unencumbered and non- criminal origin. The Buyer is

Seller Initials Page 2/29 Buyer Initials

the Reseller in this project and has entered into a separate Sale and Purchase Corporation Agreement with
their End Buyer in support of this SPA.
WHEREAS the Seller does not accept any unclaimable bank instrument via SWIFT to the Seller by a third-party
in which the Buyer is not the applicant or the title owner of the bank instrument, and such bank instrument is
the so-called lease or rental bank instrument. Third party financing, leasing, or renting from a third-party bank
instrument provider or finance company is NOT accepted. The BUYER or the counterparty must have his/her
own line of credit and physical money with the bank and not use third party money.
WHEREAS, both parties mutually accept to refer to the General Terms and Definitions, as set out by the
INCOTERMS Edition 2000 with latest amendments.
NOW, THEREFORE, in consideration of the mutual interests and covenants, both Parties hereby confirm with
full corporate and legal responsibility, under penalty of perjury, and unconditionally agree to the following
terms and conditions stipulated hereunder.
I, XXXXXXX. Represented by XXXXXXXX, holding Passport No.: xxxx acting as the Seller, declare that the Seller
hereby confirms with corporate to carry out the following trade activities under the laws of Hong Kong:
"Execution of international trade, import, export of expired, recyclable and used international precious
metals and stones, land and air transport, import and export by third party logistics".
The goods owner is ready, willing, and able to enter the contract for selling 99.95% or better of Precious
Metal to the Buyer.
We, XXXXXXXXXXXXXX, represented by MS. XXXXXXXXXXXXXXXXX holder of XXXXXX PASSPORT NO: xxxxx
acting as Buyer, with full corporate responsibility attests that I have the full financial capability and rights to
purchase and legal dossiers for clearance to PURCHASE the commodity in the amount of 800 Kg. for the 1st
Tranche with Rolls and Extensions thereafter up to xxxx MT.
1) Commodity : Scrap, Expired, Recyclable, And Used International Precious Metals (Non-Iron
Ore) HS71081200 In Bar Form - Importable And Exportable Worldwide 99.95%
Or Better Under Privately Held Company Legalized For International Import Or
Export As Return Goods / Exchange / Backup Currency / Commercial Purposes
2) Specifications : A minimum purity of 99.95% or better.
Note: Kg to Oz conversion :32.1507466 (Fine Troy Ounce) to compute the Discount based on LBMA Pricing
Index
3) Quantity & Terms : Shipment for contract of xxxx Metric Tons revolving basis with rolls and
extensions for FIVE (5) years and partial shipment authorized. If for any reason
the buyer experiences an excess supply of gold, then the buyer has full rights to
resell it to another vendor to remain in compliance with the tranche schedule.

4) Shipments : The First Trial Tranche will be 800 Kg minimum. and subsequent lifts will be
800 kg/Tranche on schedule agreed by both parties as per APPENDIX-M.

Seller Initials Page 3/29 Buyer Initials

 (The payment guarantee must cover at least 400 kilograms for the first shipment
in order to obtain this price range. All bank-to-bank SWIFTs (No ATV) must be
fully RMA established, authenticated, and confirmed through the SWIFT
headquarters in Brussels, Belgium and the internal department of the ISSUING
AND RECEIVING bank. Any intervention with SWIFT, offline SWIFT, dummy SWIFT,
off-ledger funds, SWIFT misrepresentation or counterfeiting of SWIFT will be
reported and a penalty of 1% will be compensated to the Seller).
REMARKS: In the event that the party or any of the parties or a third party
involved in or signs this contract, any interference with SWIFT, SWIFT offline,
fictitious SWIFT, off-ledger funds, misrepresentation of SWIFT or violation of
SWIFT will be reported (via their authorities, including Interpol, and a fine of 2%
will be immediately compensated to the aggrieved party).

5) Examples of
Hallmarks available : the gold will have 1 day of maturity after refining and the day of the final
purchase;
to avoid counterfeiting and for the process of refining or scanning, EXPIRED,
RECYCLABLE AND USED goods, more than 5 years old, to be renovated/smelted
into international accepted goods of purity of 99.95% to 99.99%, with gold
certificate from mutually agreed Buyer designated refinery with well-known
proper accreditation. For the sake of calcification, all International Precious
Metal HS71081200 in Bar, whether it is less than 5 years old or more than 5
years old, must first be returned to a mutually agreed Buyer designated
refinery with well-known proper accreditation recycling, redemption,
certificate renewal and financial recovery before these International Precious
Metal HS71081200 in Bars can be sold commercially.

BRAND SIZE ORIGIN

5.1 Umicore +-12.5 KG/24K/40mm Belgium

5.2 Royal Mint +-1 KG/24K/9.2mm England
5.3 Baird & Co. +-1 KG/24K/9.2mm England
5.4 Perth Mint +-1 KG/24K/9.2mm Australia
5.5 PAMP SA +-12.5KG/24K/40mm Switzerland
5.6 Metalor +-12.5 KG/24K/40mm Switzerland
5.7 Valcambi +-12.5 KG/24K/40mm Switzerland
5.8 Commerzbank +-1 KG/24K/9.2mm Switzerland
5.9 Heraeus +-1 KG/24K/9.2mm Germany
5.10Argor-Heraeus +-1 KG/24K/9.2mm Switzerland
5.11RAND Refinery +-1 KG/24K/9.2mm South Africa
5.12Nippon Mining +-1 KG/24K/9.2mm Japan
Seller Initials Page 4/29 Buyer Initials
 5.13Mitsubishi +-1 KG/24K/9.2mm Japan
5.14Johnson Matthey +-1 & 12.5 KG/24K Hong Kong
5.15Emirates +-1 KG/24K/9.2mm UAE
5.16Degussa +-1 KG/24K/9.2mm Germany
5.17Logam Mulia +-1 KG/24K/9.2mm Indonesia
5.18LS Nikko +-1 & 12.5 KG/24K South Korea
5.19Nadir Metals +-1 & 12.5 KG/24K Turkey
5.20UBS +-1 KG/24K/9.2mm Switzerland
5.21Credit Suisse +-1 KG/24K/9.2mm Switzerland
5.22Etihad +-1 KG/24K/9.2mm UAE

6) Selling Price : (valid for 15 banking days from the date of issue and / or the signatures of both
parties of this document. Please do not sign this contract if the buyer does not
intend to meet the deadline.):
The Discount is GROSS, LBMA -7%/ NET -5% to Buyer DAP END BUYER'S GOLD
REFINERY, (COUNTRY) PER 1Kilogram based on Second Price Fixing at the LBMA
on the day of execution for Good Delivery Bars with a minimum grade of
99.95% AU. 2% is the total commission and will be paid by the Seller. The Buyer
shall pay 94% of the face value of the AU to the Seller. Inclusive of Malca-Amit
or Brink’s Security Insurance.
7) Commission : Total Commission is 2 (two) %/Kilogram Consultant Fee, paid by Seller to the
Intermediaries and Consultants as per the IMFPA and NCNDA
7.1) 1% (one) % to Seller’s Intermediaries: Closed
7.2) 1% (one) % to Buyer’s Intermediaries: Open

8) Payment
8.1) Payment Guarantee:
The Buyer’s Bank sends an authenticated Irrevocable, Confirmed, Non-
transferable, Non-assignable, Non-divisible and Non-operative DLC VIA SWIFT
MT700 (APPENDIX-I) (Authenticated with Bank Compliance Qualified RMA) with
RMA activated and confirmed via SWIFT's head office in Brussels, Belgium at
the nominal value of the lifting amount or 800 kg of “expired, recyclable and
used” gold.
The seller's bank responds with Proof of Product (POP) via Swift MT600;
A.Depository Confirmation Letter(DCL) with proof of ownership. B. Logistical
reports. C. Insurance certificate number, within 3 banking days to confirm the
product for a quantity of 800kg. of “expired, recyclable and used” gold that is
available and liftable. And the seller's 2% Performance Bond with the face value

Seller Initials Page 5/29 Buyer Initials

 of the FIRST lift amount, prior to the seller releasing the product for delivery to
refinery for a new, final assay. Upon receiving the 2% PB from the Seller bank,
the DLC shall become operative.
Remark ： Upon the issuance of Payment Guarantee via SWIFT by the Buyer’s
bank, a copy of the debit advise shall be forwarded to the Seller for verification
and tracking.
Upon acceptance of the Payment Guarantee, a hard copy POP document to be
sent via Recorded next day international courier service, with Copy of Secured
Email and Tracking ID to be provided by email, to the Buyer's bank comprising;
a. Deposit Confirmation Letter (DCL) with proof of ownership
b. Logistical Reports
c. Insurance Certificate Number

(With the invitation to the TTM, issued by the Depository, based on the Deposit
Confirmation Letter, to inspect the first lift of (Tranche Qty) kg. Alternatively,
this invitation can be sent directly from the Depository to the Buyer).

8.2） Payment Upon completion of the assay either at the Buyers refinery or the Security /
Bonded Warehouse, the Buyer will arrange a payment as per below and agreed
between the Buyer and Seller.
Based on the daily smelting capacity of Refinery per day (Saturday, Sunday and
Public holidays not included), Seller shall issue invoice to buyer based on the
daily Preliminary Assay Report. Buyer shall arrange payment within 5 banking
days after the Preliminary Assay Report being issued. Adjustment o wastage
shall be arranged once a month in the subsequent tranches upon the issuance
of the Final Assay Report of the previous tranches.
Payment is made to the seller via TT or SWIFT MT103 within five (5) banking
days of the issuance of the preliminary refinery assay report. Transfer of
ownership from Seller to Buyer after receipt and acceptance of payment by
Seller's bank.
9) Ownership : Transfer of ownership from Seller to Buyer after receipt and acceptance of
payment by Seller’s bank according Clause 8 above

10) Delivery : DAP END BUYER'S GOLD REFINERY, (COUNTRY)

11) Documents : The Seller shall authenticate, declare, legalize, register, provide and guarantee
documents from government sectors and seller’s responsibility of
a. Certificate of Assay Report
b. Certificate of Ownership

Seller Initials Page 6/29 Buyer Initials

 c. AIR WAYBILL
d. Commercial Invoice
e. Tax certificates
f. Import-Export license
g. Certificate of Origin
h. Warehouse receipt and list of products
i. Customs Clearance Certificate
11.1) BUYER NEEDS SELLER TO WRITE INVOICING AND DELIVERY DETAILS OF THE INVOICE AS:
Buyer chose one of Chamber of Commerce licensed XXX company which is a
necessary to clear the gold from the XXX Customs on behalf of XXX – XXX,
Passport number XXX.
Custom Company Details should be written on invoice as:
INVOICE TO: TBA
DELIVERY TO: TBA

12) END SELLER’S BANK: All SWIFT must be RMA activated, qualified and established through SWIFT
MT999 by Buyer's and Seller's Banking Compliance Decision prior to sending SWIFT or Payment
Guarantee.
TO RECEIVE SWIFT IRREVOCABLE, CONFIRMED, NON-TRANSFERABLE, NON-ASSIGNABLE, NON-DIVISIBLE
AND NON-OPERATIVE DLC VIA SWIFT MT700 (AUTHENTICATED WITH BANK COMPLIANCE QUALIFIED RMA)
(AUTHENTICATE AND CONFIRM VIA THE SWIFT HEADQUARTERS IN BRUSELS, BELGIUM AND SWIFT.COM)
TO ISSUE POP VIA SWIFT MT600 AND PERFORMANCE BOND 2% VIA SWIFT MT760
TO RECEIVE PAYMENT FROM BUYER REMITTED BY TT OR SWIFT MT 103

BANK NAME BANK SINOPAC Hong Kong

BANK ADDRESS 18/F, One Peking, 1 Peking Road, Tsim Sha Tsui, Kowloon
ACCOUNT NAME
ACCOUNT NUMBER
NAME OF SIGNATORY
THAI PASSPORT NO.

SWIFT CODE SINOHKHH

BANK OFFICER TBA
BANK OFFICER EMAIL TBA
BANK OFFICER TEL TBA

Seller Initials Page 7/29 Buyer Initials

 Remarks: In the event that the party or any of the parties or a third party involved in or signs this contract,
any interference with SWIFT, SWIFT offline, fictitious SWIFT, off-ledger funds, misrepresentation of SWIFT or
violation of SWIFT will be reported (via their authorities, including Interpol, and a fine of 2% will be
immediately compensated to the aggrieved party).

13) END BUYER’S BANK: All SWIFT must be RMA activated, qualified and established through SWIFT
MT999 by Buyer's and Seller's Banking Compliance Decision prior to sending SWIFT or Payment
Guarantee.

TO PAY BY TT OR MT 103 REMITTANCE TO THE SELLER.

BANK NAME

BANK ADDRESS

ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
BANK TEL

BANK OFFICER

BANK E-MAIL

13.1) END BUYER’S BANK: All SWIFT must be RMA activated, qualified and established through SWIFT
MT999 by Buyer's and Seller's Banking Compliance Decision prior to sending SWIFT or Payment
Guarantee.
TO SEND A PAYMENT GUARANTEE TO THE SELLER, IRREVOCABLE, CONFIRMED, NON-TRANSFERABLE,
NON-ASSIGNABLE, NON-DIVISIBLE AND NON-OPERATIVE DLC VIA SWIFT MT700 (AUTHENTICATED WITH
BANK COMPLIANCE QUALIFIED RMA) (AUTHENTICATE AND CONFIRM VIA THE SWIFT HEADQUARTERS IN
BRUSELS, BELGIUM AND SWIFT.COM)
FOR RECEIVING POP VIA SWIFT MT600 AND PB2% FROM SELLER
BANK NAME

BANK ADDRESS
ACCOUNT NAME
NAME OF SIGNATORY
ACCOUNT NUMBER

Seller Initials Page 8/29 Buyer Initials

 SWIFT CODE
BANK TEL TBA

BANK OFFICER

BANK E-MAIL

Deutsche Bank and Soleil Chartered Bank – Due to numerous SWIFT counterfeits, these two banks are not
accepted by the Seller.
BANK DETAILS - Must be under the account of the Buyer or Contracting Party SIGNED this SPA contract only
(no third-party finance companies allowed). Daily, weekly or monthly rental of funds or rental from a third-
party provider of banking or financial instruments or a third-party finance company is NOT accepted. The
BUYER or counterparty must have its own line of credit and physical money with the bank and not use third
party money.

TRANSACTION PROCEDURE:
14) After mutual agreement (electronics signature is acceptable), The Buyer and The Seller will sign and
seal this Sales and Purchase Agreement (SPA) with their full banking coordinates within one (1) Banking
Day.
15) Both parties shall then each lodge one original copy of this Sales and Purchase Agreement (SPA) with
their respective Bank Officers within one (1) Banking Day from the date of SPA signing.
16) Buyer’s Bank shall issue Payment Guarantee of Irrevocable, Confirmed, Non-transferable,
Non-assignable, Non-divisible and Non-operative DLC VIA SWIFT MT700 to trigger POP VIA SWIFT MT600
and Seller’s 2% performance bond from Seller’ Bank according to Clause 8.1

17) On receipt of the confirmed Payment Guarantee, the Buyer along with an assayer of their choice will
then be invited to the Seller’s security warehouse for a physical viewing/inspection of the amount of
Precious Metal for the first tranche within 3 banking days.
18) Within 3 banking days of the physical inspection, the Seller will transport the mutually agreed quantity
to the refinery designated by the Buyer in (DUBAI) as specified in Clause 19 at the Seller’s expense. The
precious metal refining in the refinery of the Buyer will be at the Buyer’s expense. After refinement and
the Preliminary Assay Report issued by the Buyer’s refinery, the buyer will settle payment in full for an
equal amount of precious metals within 5 banking days to the Seller. The transfer of the Precious Metal
Holder is made against final payment. Then the title deed of equal amount will be transferred to the Buyer.
Payment will be made to the Seller’s bank by TT or SWIFT MT103 without any delay within 5 banking days
after the issuance of the preliminary assay report by the Buyer’s nominated refinery. Transfer of
ownership from Seller to Buyer after receipt and acceptance of payment by Seller's bank.

Seller Initials Page 9/29 Buyer Initials

 19) This Rule is the main advantage of Seller’s Protection in (COUNTRY). Private Refineries cannot be used
and not allowed to prepare assay report to protect the Sellers Rights and Safety by (COUNTRY) Gold
Import Rules. End buyer shall use the LBMA accredited Refinery OR refineries accredited by the Gold and
Silver Exchange for smelting.
20) In the event that the Seller shall fail to deliver any mutually agreed quantity to the Buyer’s appointed
refinery within five (5 )banking days of the expected date, the Buyer shall be entitled to terminate this
Sales and Purchase Agreement (SPA) or written notice to the Seller, without prejudice to its right to claim
pursuant to the 2% performance bond or penalty.
21) This Sales and Purchase Agreement (SPA) will be signed only in Hong Kong or Thailand, or at Seller's
designated place, or electronically.
22) Validity:
UPON SIGNING OF THIS SALES AND PURCHASE AGREEMENT (SPA) BY BOTH PARTIES, THE BUYER SHALL
ISSUE THE POF AS PER CLAUSE 8.1 TO TRIGGER THE SELLER'S POP AND 2%PB WITHIN THE VALIDITY
PERIOD OF FIFTEEN (15) BANKING DAYS AND IF UNABLE TO PERFORM SAID ISSUANCE, THIS SALES AND
PURCHASE AGREEMENT (SPA) WILL EXPIRE AUTOMATICALLY.
ANY PARTY MAY TERMINATE PRESENT AGREEMENT BY PROVIDING A THIRTY-DAYS’ NOTICE TO THE
OTHER PARTY, OR WITH IMMEDIATE EFFECT IN CASE OF MATERIAL BREACH OF THE OTHER PARTY’S
OBLIGATIONS HEREUNDER. BUYER MAY WITHDRAW FROM PRESENT AGREEMENT AT ANY TIME PRIOR TO
ISSUANCE OF THE FINAL DLC ON THE GROUNDS OF SELLER’S FAILURE TO MEET COMPLIANCE STANDARDS
OR DUE DILIGENCE PROCEDURE OF THE BUYER.
23) GOVERNING LAW AND DISPUTE RESOLUTION
This Sales and Purchase Agreement (SPA) shall be governed by and construed in accordance with the laws
of England and Wales, and the language of this this Sales and Purchase Agreement (SPA) shall be in English.
REMARKS: BUYER'S COUNTRY OF JURISDICTION – (TBA) LAW WILL ALSO BE PERMITTED
SELLER'S COUNTRY OF JURISDICTION – HONG KONG LAW WILL ALSO BE PERMITTED
Any disputes between the Parties (hereinafter referred to as “Disputes”) shall be first amicably discussed
and resolved between the Parties within a period of thirty (30) days from the date of written notice of the
said Dispute by the respective Party raising the Dispute to the other Party, failing which, unless otherwise
extended for amicable settlement of the said Disputes, the Parties agree to submit unresolved Disputes
for resolution through arbitration by the (DUBAI, LONDON, TBA) International Arbitration Centre (XXX)
according to the rules of arbitration of the XXX, which are incorporated by reference hereto, by three (3)
arbitrators, two of which shall be appointed by the Parties and the third one, by the first two so appointed
arbitrators. In case of disagreement of the two arbitrators or failure of any Party to appoint an arbitrator,
they shall be appointed in accordance with aforementioned rules. Seat of the Arbitration shall be in
(COUNTRY) and the language of the proceedings shall be English.

Seller Initials Page 10/29 Buyer Initials

 The Parties further agree that the outcome of the findings of the Arbitration shall be deemed as final and
conclusive, and binding upon the Parties as the final settlement of the Disputes under this Sales and
Purchase Agreement (SPA).
24) A Party is not liable for failure to perform its obligation if such failure is as a result of acts of God
(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign
enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection,
military or usurped power or confiscation, terrorist activities, nationalization, government sanction,
blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone
service. No Party is entitled to terminate this Sales and Purchase Agreement (SPA) under such
circumstances, only if the prolonged force majeure exceeds six (6) months.
25) Appendix List
A. AUTHORIZED SIGNATORY / BUYER / BUYER’S MANDATE PASSPORT
B. AUTHORIZED SIGNATORY / END SELLER’S PASSPORT
C. BUYER’S COMPANY CERTIFICATE OF INCOPORATION
D. BUYER’S COMPANY BUSINESS REGISTRATION
E. SELLER’S COMPANY CERTIFICATE OF INCORPORATION
F. SELLER’S COMPNAY BUSINESS REGISTRATION
G. BUYER’S COMPANY CERTIFICATE OF REGISTRATION FOR CATEGORY A REGISTRANT UNDER AML &
CTF ORDINANCE CHAPTER 615
H. SELLER’S COMPANY CERTIFICATE OF REGISTRATION FOR CATEGORY A REGISTRANT UNDER AML &
CTF ORDINANCE CHAPTER 615
I. DRAFT VERBIAGE OF DLC VIA SWIFT MT700
J. END SELLER’S CONFIRMATION OF PRODUCT VERBIAGE VIA MT600
K. END SELLER’S PERFORMANCE BOND GUARANTEE VIA SWIFT MT760 VERBIAGE
L. VERBIAGE DCL DEPOSITORY CONFIRMATION LETTER
M. SCHEDULE
N. IMFPA

26) IN THE EVENT THAT THE BUYER'S BANK IS NOT A CORRESPONDENT BANK WITH THE SELLER'S BANK:
BANK SINOPAC HONG KONG, AN RMA (RELATIONSHIP MANAGEMENT APPLICATION) VIA SWIFT MT999 IS
REQUIRED FOR SWIFT QUALIFICATION AND AUTHENTICATION FROM THE BUYER'S BANK BEFORE SENDING
A PAYMENT GUARANTEE. THE BUYER SHOULD CONSULT THEIR BANK BEFORE SENDING A SWIFT.
27) VERIFICATION OF SWIFT AND BANK INSTRUMENTS FROM BUYER AND SELLER:
After successful confirmation from the receiving bank and/or correspondent bank of the receiving bank by
bank email to the issuing bank designated in this SPA contract ( NO unforeseen SWIFT events from a
third party bank outside of this contract are accepted), which SWIFT has never been officially sent, or
falsely claims that the SWIFT was sent or sent as UNAUTHENTICATED, COUNTERFEIT, OFFLINE OR DUMMY
SWIFT by the buyer, the BUYER will cover the SELLER a penalty of 1% for claiming that the SWIFT was sent.
The SWIFT tracking receipt and a letter or email confirming that SWIFT is 100% authenticated and
confirmed by SWIFT Headquarters in Brussels, Belgium is required from the buyer - non-negotiable.
Seller Initials Page 11/29 Buyer Initials
 Should the RECEIVER claim that his Receiving Bank has not received the SWIFT as per the SWIFT
CUSTOMER COPY provided by the BUYER/SENDER with receiving bank auto reply, the issuing bank officer
must send a bank e-mail to the receiving bank officer and to the seller (including the SWIFT service in
Brussels, Belgium and the seller's correspondent bank below as assistance for SWIFT tracking purposes)
with the SWIFT copy attached and specify that the SWIFT message was sent with valid proof of SWIFT
service. In the event that there is no evidence from the receiving bank and/or correspondent bank of the
receiving bank that the SWIFT message is not received and NO delivery of the product, SELLER shall
consider breach of contract and BUYER shall be entitled to claim the (two) 2% performance bond or
penalty from SELLER.
27.1) The buyer's SWIFT is subject to 100% CONFIRMATION from SWIFT Headquarters in Brussels,
Belgium and the receiving bank with the official SWIFT Tracking Receipt from the issuing bank and the
SWIFT, and a Confirmation from SWIFT Headquarters which the buyer has engaged, registered and sent
SWIFT is required (BUYERS ARE REQUESTED TO PROVIDE A COPY OF SWIFT (A COPY OF CUSTOMER
RECEIPT) TO ALL RECIPIENTS ATTACHED WHEN SENDING TO SELLER and specify that the SWIFT message
has been sent):
THIS SECTION IS FOR SELLER USED FOR VERIFICATION OF SWIFT AND OTHER BANKING DOCUMENTS
RECEIVED FROM BUYER ONLY;
SELLER'S BANK
TBA (BANK SINOPAC HONG KONG)
TBA
TBA

27.2) In the event of any suspicion of SWIFT such that the format or layout of SWIFT becomes
inconsistent and DOES NOT correspond to the standard “SWIFT protocol”, a typo or spelling error on
SWIFT may be produced offline or fictitious or DO NOT follow the final SWIFT format on behalf of the
issuing bank, the seller has the right to temporarily suspend the SPA until the seller has fully verified with
the issuing bank and the SWIFT Headquarters in Brussels, Belgium.
27.3) In the event that the SWIFT copy, i.e. the customer copy received from intermediaries or buyers,
the Seller then becomes receiver and has the right to become a customer of the issuing bank and the
SWIFT copy is deemed suspicious in terms of format or layout or if the seller deems it not to be the
standard SWIFT protocol, the seller has the right to invite and incorporate one third party or one of the
top 25 banks to be its witnesses and assist it in the SWIFT verification of the buyer within the framework
of a correspondence or a partnership agreement with the seller's bank.
27.4) In the event of the instrument issued is found to be fictitious or fraudulent, A cease and desist will
be issued and the seller has the right to claim 1% penalty from the issuer as well as report to appropriate
authorities (and the buyer's country of jurisdiction).

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 27.5) All SWIFT must be RMA activated, qualified and established through SWIFT MT999 by Buyer's and
Seller's Banking Compliance Decision prior to sending SWIFT or Payment Guarantee.
27.6) Any buyer provides fictitious SWIFT or counterfeit funds offline; seller will report it to buyer's local
government (including intermediaries) and buyer's local authorities (including Interpol and Europol)
within 8 hours! Seller has the right to report fake funds or SWIFT via Hong
Kong/Switzerland/UAE/USA/UK/Singapore/Australia authorities.
28) All SWIFTs must be sent internally from one bank to another via the SWIFT global network.
Authenticate and confirm through SWIFT headquarters in Brussels, Belgium. SWIFT is a strict banking
document and should only be uploaded and downloaded from the bank's SWIFT service department to
the account holder only. Any Buyer or intermediary who sends a copy of SWIFT externally, via email or
publicly or make any intervention with the SWIFT system will void the contract.
29) ANY ATTEMPT BY BUYERS AND INTERMEDIARIES TO SUBMIT AN UNAUTHENTICATED, COUNTERFEIT,
OFFLINE OR DUMMY SWIFT, FALSE CLAIM, UNEXPECTED, UNFORESEEN SWIFT FROM A BANK NOT
RELATED TO THIS AGREEMENT OR A COUNTERFEIT SWIFT WILL BE PROSECUTED BY THE LAWS OF UNITED
KINGDOM (AND THE BUYER'S COUNTRY OF JURISDICTION). A REASONABLE COMPENSATION FOR THE 1%
PENALTY FOR TIME CONSUMED WILL BE PAYABLE TO SELLER AND VICE VERSA, ANY ATTEMPT BY SELLER
TO SUBMIT A COUNTERFEIT PRODUCT OR COUNTERFEIT OF SWIFT WILL BE PROSECUTED BY THE LAWS OF
UNITED KINGDOM (AND THE SELLER'S COUNTRY OF JURISDICTION), AND COMPENSATION MUST BE PAID
TO THE BUYER.
30) IN THE EVENT OF SELLER'S NON-PERFORMANCE, THE (TWO) 2% PENALTY WILL BE COMPENSATED TO
THE BUYER UNDER CLAUSE 20 ABOVE.
31) Conformity with International Regulations: The Buyer and The Seller each declare to one another that
the commodity offered herein for sale and the origin of the funds used for purchasing the commodity does
not contravene any of the following LAWS or that it is derived from any other illegal or criminal activity
listed below:
a) The Drug Trafficking Act of 1986
b) The Criminal Act of 1988
c) The Prevention of Terrorism (Temporary Provisions) Act of 1989
d) The Criminal Justice (International Cooperation) Act of 1990
e) The Criminal Justice Act of 1993
f) The Anti-Terrorism Act and the Patriot Act I and II
g) Banking compliance with international AML/CFT standards

32) INVOICE AMOUNT

THE SELLING AMOUNT FOR EACH TRANCHE SHALL BE CALCULATED ACCORDING TO THE WEIGHT OF FINE
GOLD CONFIRMED IN THE CERTIFICATE OF WEIGHT AND ASSAY REPORTS RELATING THERETO AT THE PRICE
IN USD ($).
33) CALCULATION OF INVOICE VALUE

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 INVOICE AMOUNT = QUANTITY ACCEPTED (WEIGHT KG OF PURITY IN 99.95-99.99%) X UNIT PRICE X
(100% - 7%)
34) TRANSACTION CURRENCY
ALL TRANSACTIONS HEREIN WILL BE MADE IN USD ($) OR XXX.
35) ALTERATION OF AGREEMENT
Any changes alteration or substitutions shall not be permitted unless the same shall be notified in writing
and signed by both Signatories of the Parties. Such alteration may be sent to the other party via facsimile
or e-mail and shall be binding and conclude with legal liabilities between the two Parties of this Sales and
Purchase Agreement (SPA)
36) TAXES AND COSTS
The Seller and the Buyer, each agree to be responsible for their tax liabilities, as it relates to this
transaction including but not limited to income tax, import/export duties, levies, taxes and other
appropriate shares applicable under the Law and Jurisdiction pertinent to the execution of this Sales and
Purchase Agreement (SPA) in their respective role.
Buyer shall be responsible for Buyer’s banking costs & expenses incurred and, Seller shall be responsible
for Seller’s banking costs & expenses incurred.
Seller shall bear all costs and risks of the delivery of the Commodity to the designated DAP Port of Delivery,
Buyer shall bear all cost and risks upon receipt the Commodity at Port of Delivery, including cost of assay.
37) NON-CIRCUMVENT & NON-DISCLOSURE
Seller and Buyer accept and agree to the provisions of the International Chamber of Commerce, Paris,
France, for non-circumvent and non-disclosure, regarding all and every one of the Third-Party assignments
with full reciprocation for a period of 5 (five) years from the last performance of delivery.
38) BANKING COORDINATES
Seller’s Banking Detail and Buyer’s Banking Detail are presented under Clause 12 and 13. Only the
authorized coordinators of both Parties shall be in communication with each other. If it appears that any
unauthorized person or third party has tried to contact any bank officer herein, this Sales and Purchase
Agreement (SPA) shall be terminated automatically without prior written notice.
In the event of the parties to the agreement suspects SWIFT such that the format or presentation of SWIFT
becomes inconsistent and does NOT correspond to the standard "SWIFT protocol", a typo or spelling error
on SWIFT may be produced offline, whether fictitious or NOT following the SWIFT format on behalf of the
issuing bank, each party to the agreement has the right to temporarily suspend the SPA until either party
has fully verified with the issuing bank and the registered office of SWIFT in Brussels, Belgium.
39) NOTICE
The notification shall be given to the signatories of the Parties of this SPA as required herein by personal
service or by registered or certified mail, with receipt requested to such Party at the address of each Party.

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IN WITNESS WHEREOF
The undersigned has read this Sales and Purchase Agreement (SPA) carefully and thoroughly and have
initialed all pages of this Sales and Purchase Agreement (SPA), including Appendices, Addendums, and fully
understand all terms and conditions contained herein, and agree that its execution constitutes acceptance
of all of its mutually protective covenants, terms and conditions, and is lawfully binding upon Buyer and
Seller.
All signatories hereto acknowledge that they have read, and each party fully understands the terms and
conditions contained in this Sales and Purchase Agreement (SPA) and by their initials and signatures hereby
unconditionally agree to its terms as of the date noted herein.
The Parties hereby agree on this OFFICIAL SELLER APPROVAL DATE XX MARCH 2025 by affixing their
signatures below.
ACCEPTED BY:
End Seller / Custodian / Trustee End Buyer / Custodian / Trustee

__________________________________ __________________________________
NAME: NAME:
COMPANY: CO., LIMITED COMPANY:
PASSPORT NO.: CHILE NO.:
ISSUE DATE: 11 JUL 2022 ISSUE DATE:
EXPIRY DATE: 10 JUL 2027 EXPIRY DATE:

WITNESS WITNESS

__________________________________ ________________________________
NAME: Mr NAME:
PASSPORT NO.: (COUNTRY) PASSPORT NO.:

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 APPENDIX – A. AUTHORIZED SIGNATORY / END BUYER / BUYER’S MANDATE PASSPORT

APPENDIX – B. AUTHORIZED SIGNATORY / END SELLER’S PASSPORT

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Seller Initials Page 17/29 Buyer Initials
 APPENDIX – C. BUYER’S COMPANY CERTIFICATE OF INCORPORATION

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 APPENDIX – D. BUYER’S COMPANY BUSINESS REGISTRATION

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 APPENDIX – E SELLER’S COMPANY CERTIFICATE OF INCORPORATEION

APPENDIX – F. SELLER’S COMPANY BUSINESS REGISTRATION

APPENDIX - G BUYER’S COMPANY CERTIFICATE OF REGISTRATION FOR CATEGORY A REGISTRANT

UNDER AML & CTF ORDINANCE CHAPTER 615

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 APPENDIX – H. SELLER’S COMPANY CERTIFICATE OF REGISTRATION FOR CATEGORY A REGISTRANT
UNDER AML & CTF ORDINANCE CHAPTER 615

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APPENDIX-I. VERBIAGE OF DOCUMENTARY LETTER OF CREDIT, VIA SWIFT MT700 (MUST ENABLE
RMA) (DRAFT ONLY - SUBJECT TO THE ISSUING BANK STANDARD SWIFT FORMAT AND THE
SWIFT PROTOCOL)

SWIFT NPUT : FIN 700 ISSUE OF A DOCUMENTRY LETTER OF CREDIT

SENDER :
BAKN NAME :
ACCOUNT NUMBER :
SWIFT :
BANK ADDRESS :
BANK OFFICER :

RECEIVER : XXXXXX
BANK NAME : BANK SINOPAC HONG KONG
ACCOUNT NUMBER :
SWIFT : SINOHKHH
BANK ADDRESS : 18/F, ONE PEKING, 1 PEKING ROAD, TSIM SHA TSUI, KOWLOON,
HONG KONG
BANK OFFICER :
TEL / FA :
EMAIL :
--------------------------------- MESSAGE TEXT --------------------------------

F27 : SEQUENCE OF TOTAL: 1/X

40A : FORM OF DOCUMENTRY CREDIT: IRREVOCABLE, CONFIRMED, NON-TRANSFERABLE, NON-ASSIGNABLE AND
NON-OPERATIVE DOCUMENTARY LETTER OF CREDIT (DLC) VIA SWIFT MT700
20 : DOCUMENRTY CREDIT NUMBER: XXXXXXXXXXXXXXXXXX
31C : DATE OF ISSUE: XX/XX/XXXX
31D : DATE AND PLACE OF EXPIRY XXXXXX (XX DAY) XXXXX
51A : APPLICANT BANK:
50 : APPLICANT:
59 : BENEFICIARY:
32B : CURRENCY CODE: USD XXXXXXXX (USDXXXX)
39A : PERCENTAGE CREDIT AMOUNT TOLERANCE’; TOTAL AVAILABLE
39B : MAXIUM CREDIT AMOUNT:
39C : ADDITIONAL AMOUNT COVERD:
41A : AVAILABLE WITH ….. BY …. NAME/ADDRESS:
42C : DRAFTS AT:
42A : DRAWEE:
43P : PARTIAL SHIPMENTS: ALLOWED
43T : TRANSSHIPMENT: NOT ALLOWED
44A : PLACE OF TAKING IN CHARGE /DISPATCH FROM: XXXXXXXXXXX
44B : PLACE OF FINAL DESTINATION /FOR TRANSPORTATION/PLACE OF DELIVERY REFINERY IN XXXXXXX.
44C : LAST DATE OF SHIPMENT:XX DAYS FROM DATE OF ISSUE (THE TOTAL QUANTITY OF XXMT HAS BEEN SHIPPED).
45A : DESCRIPTION OF GOODS AND/OR SERVICES: INTERNATIONAL PRECIOUS METAL HS71081200 IN BAR FORM-IMPORABLE
AND EXPORTABLE WORLDWIDE ORIGINAL GOLD REGISTERED AU BARS IN 1KG AND 12.5KG WEIGHT (GLD EXPIRED)
CUSTOMS TARIFF NUMBERS/HARMONIZED SYSTEM CODE: 7108, 71081200, 71081300.
46A : DOCUMENTS REQUIRED: (SWIFT MT600)
1) THREE ORIGINAL COMMERCIAL INVOICES, INDICATING THE GOODS, QUANTITY (GROSS AND NET WEIGHT) UNIT PRICE,
TOTAL VALUE, CONTRACT AND INVOICE.
2) THREE AIR WAYBILL.
3) TWO ORIGINAL AND ONE COPIES OF CERTIFICATE OF ORIGIN.
4) ONE ORIGINAL AND TWO COPIES OF CERTIFICATE OF ASSAY REPORT
5) TAX CERTIFICATE THREE ORIGINAL AND FOUR COPIES.
6) IMPORT – EXPORT LICENSE
7) WAREHOUSE RECEIPT AND LIST OF PRODUCTS.

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 8) CUSTOMS CLEARANCE CERTIFICATE
9) CERTIFICATE

47: ADDITIONAL CONDITIONS: BANK TO BANK INSTRUCTIONS

1) THE OPERATIVE DATE OF THIS INSTRUMENT COMMENCE ON THE DATE THAT THE 2% PERFORMANCE BOND DEPOSIT
CONFIRMATION LETTER, LOGISTICS REPORT AND SWIFT MT600 IS RECEIVED TO OUR ACCOUNT HOLDER (BUYER COMPANY
NAME).
2) THE COMPLETE SET OF ORIGINAL DOCUMENTS TO BE SENT IN ONE LOT BY THE COURIER SERVICE TO BUYE R’S BANK
3) ALL DOCUMENTS SHOULD MENTION OUR DLC NUMBER.
4) ALL DOCUMENTS SHOULD BE IN ENGLISH LANGUAGE.
5) ONE ADDITIONAL SET OF PHOTOCOPIES OF ALL DOCUMENTS (RECTO VERSO) SHOULD BE PRESENTED ALONG WITH THE
DOCUMENTS REQUIRED UNDER FIELD-46A (DOCUMENTS REQUIRED) FOR OUR RECORDS.
6) IN THE EVENT THAT THE BUYER DEFAULT PAYMENT TO THE SELLER WITHIN FIVE (5) BANKING DAYS OF THE ISSUANCE
OF THE FINAL ASSAY REPORT TO THE BUYER, THE SELLER RESERVES THE RIGHT TO REQUEST PAYMENT FROM THE BUYER
THROUGH THIS ACCOUNT.
71B : CHARGES: ALL BANKING CHARGES OUTSIDE DLC ISSUING BANK ARE FOR ACCOUNT OF THE BENEFICIARY
48 : PERIOD FOR PRESENTATION: DOCUMENT MUST BE PRESENTED WITHIN 21 DAYS AFTER SHIPMENT DATE BUT VALIDITY
OF THE DLC.
49 : CONFIRMATION INSTRUCTIONS: CONFIRM
53A : REIMBURSING BANK: XXXXXXXXXXXXX
57A : ADVICE THROUGH BANK: NAME & ADDRESS XXXXXXXXXXXXX
78 : INST/PAYING/ ACCPT/ NEGOTIAT BANK: XXXXXXXX
1) ONE RECEIPT OF DOCUMENTS CONFIRMING THAT ALL TERMS OF THE DLC HAVE BEEN MET, WE SHALL REIMBURSE YOU
ACCORDING TO YOUR INSTRUCTIONS WITHIN FIVE BANKING DAYS. TT REIMBURSEMENT ALLOWED.
2) THE FULL SET OF DOCUMENTS SHOULD BE SENT TO OUR TRADING DESK AT: XXXXXXXXXXXXX XXXXXXXXXX ALONG WITH
COPIES SWIFT REGARDING “SHIPMENT DETAILS AND NEGOTIATION DATE AND DETAILS OF THE DESIGNATEDBANK TO
RECEIVE THE PAYMENT.
72 : SENDER TO RECEIVER INFORMATION

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 APPENDIX – J. END SELLER’S CONFIRMATION OF PRODUCT VERBIAGE VIA MT600 (P.1/3)

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 APPENDIX – J. END SELLER’S CONFIRMATION OF PRODUCT VERBIAGE VIA MT600 (P.2/3)

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 APPENDIX – J. END SELLER’S CONFIRMATION OF PRODUCT VERBIAGE VIA MT600 (P.3/3)

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 APPENDIX – K. END SELLER’S PERFORMANCE BOND GUARANTEE VIA SWIFT MT760 VERBIAGE

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 APPENDIX – L. VERBIAGE DCL DEPOSITORY CONFIRMATION LETTER

Dear Sirs,

Regarding my deposit of Gold, Facility No .................. I intend to visit my deposit in your depository (Security
Warehouse/ Bonded Warehouse) from Monday, XXth of XXX 2025 onwards, together with our respected
Buyer and his Assay team.

1) Please be so kind to confirm this today via email to me.

2) Please be so kind and send additionally a confirmation email for XXX kg/MT of gold with my below
mentioned code and the following content to the Buyer: XXX

To re-confirm your confirmation email and our invitation to the Buyer, we would like to announce the
following code: XXX (e.g.A5e43) to you and to the Buyer, so that the Buyer can call you in advance to verify
the appointment.

This Email with your written confirmation of granting Access for BUYER’s Assay & Payment team to the
Depository should describe and contain:

● Date & time of the invitation into the depository

● Available quantity
● My Code
● The respective name, title, function, and Phone number of the responsible person in your depository,
for the contact of the Buyer
● Date & time of availability to start with the Assay procedure of the gold.
● Office (daily access) hours in the vaults,
● Available Space for Proof in the vaults or nearby,
● Maximum number of BUYER’s Assay specialists getting access (depending on the premises of the
depository),
● Providing Internet access in the Depository for online bank to bank wire transfer,
● Providing facilities for exchange of respective Title deeds in the Depository,
● Providing a lockable meeting room in the Depository for SELLER’s mandate and BUYER’s mandate and
BUYER’s Assay team and Paymaster team, and for depositing the Assay technical equipment,
● Providing a depot vault for the proved items in the Depository.

Thank you in advance.

Best regards

Seller

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 APPENDIX – M. SCHEDULE
The Tranche Schedule (Negotiable)

Total Quantity 4.8 MT – 1 year contract with rolls and extensions for 5 years

Tranche Timing Quantity Remark

1 400 kg First Tranche Trial

Total Quantity xxx MT With rolls and extension

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