AGREEMENT №: DB AND €1.

0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102G MT103/DIRECT/CASH/
TRANSFER
DATE: JAN 01, 2024

CORPORATE AGREEMENT FOR SWIFT.COM

MT-103/DIRECT/CASH/TRANSFER
VIA BANK TO BANK
DEED OF AGREEMENT

BETWEEN

AVANTULO.S.A.
REPRESENTED BY / TITLE AILIN ZHANG
PARTY A / INVESTOR / SENDER

&
YUE DA GAO SHENG INVESTMENTS LIMITED
PARTY B /PARTNER / RECEIVER

This Service Agreement Is a Legal Agreement Between Sender and Receiver. Please Read This Agreement Carefully.
Both Parties Are Hereby Agreed To Be Legally Bound By This Agreement. This Means That, By Investment &
Partnership Cooperation Both Accepts All Terms And Conditions Of This Agreement Unconditionally.

Via SWIFT MT103 direct cash transfer

 ✵✵✵ 2024 ✵✵✵ 

AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

CORPORATE AGREEMENT FOR SWIFT.COM

MT-103/DIRECT/CASH/TRANSFER
VIA BANK TO BANK
DEED OF AGREEMENT

This Joint Venture Investment Corporate Agreement via SWIFT MT103 direct cash transfer and
the attached Annexes (further designated as the Agreement) are entered on this JANUARY 01, 2024
by and between:

COMPANY NAME: AVANTULO.S.A.

AVANTULO TOWERS Ⅰ,11, Ⅱ & SOHO CENTRE CALLE SO.

COMPANY ADDRESS: BANK DISTRICT - PANAMA CITY, PANAMA

COMPANY REG. IN: 20051

REPRESENTED BY /
AILIN ZHANG
TITLE
PASSPORT NUMBER: EH0196341

DATE OF ISSUE: 13 MAR 2020

DATE OF EXPIRY: 12 MAR 2030

COUNTRY OF ISSUE BUDAPEST(CHINA)

BANK NAME: DEUTSCHE BANK AG

TAUNUSANLAGE 12 D-60254 FRANKFURT AM MAIN

BANK ADDRES: GERMANY

ACCOUNT NAME: AVANTULO.S.A.

ACCOUNT NUMBER DE60500700100361982244

SWIFT CODE: COMMHKHKXXX

BANK OFFICER NAME: CHRISTIAN SEWING

BANK OFFICER PIN CODE:

(Hereinafter referred to as the "PARTY A" or the "INVESTOR")

AND

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

COMPANY NAME: YUE DA GAO SHENG INVESTMENTS LIMITED

Room 3320-2533 F,China Merchants Building,200Leisure
COMPANY ADDRESS:
Road, Central, Hong Kong
COMPANY REG. NUMBER: 2147820
REPRESENTED BY: Cao Benhai
PASSPORT NUMBER: EF3443686
DATE OF ISSUANCE: 11-Feb-19
DATE OF EXPIRATION: 10-Feb-29
BANK NAME Standard Chartered Bank(China)Limited Dalian Branch
40F03-05 Wanda Center,No 6 Gang xing
BANK ADDRESS:
Road,Zhong shan District, Dalian, Liaoning,China
ACCOUNT NAME YUE DA GAO SHENG INVESTMENTS LIMITED
ACCOUNT NO: 000000501511360502
ACCOUNT SIGNATORY: Cao Benhai
SWIFT CODE: SCBLCNSXDLN
BANK OFFICER NAME: Yang shi qiu
BANK OFFICER PHONE:
(Hereinafter referred to as the "PARTY B" or the "RECEIVER")

RECEIVER is licensed and must abide by Banking Laws and Regulations, set through compliance
and due diligence requirements for International Banking / Business / Commodity transactions
worldwide. RECEIVER has Approvals to accept large deposits / a sum of monies from around the
World, RECEIVER has Bank Approvals to accept / Conclude Large International / Global Business
Transactions.
WHEREAS: The Party-B is ready and able to receive this transfer as a joint venture investment for
parties herein from the execution of various infrastructure development projects, & Party-B is
ready, willing and able to receive said CASH TRANSFERS up to €1016100000.00 (One billion
and One hundred Sixty One million Euro)with Rollover and Extension VIA the SWIFT.COM
MT-103/direct/cash/transfer from Party-A, these funds will be invested/disbursed by Party-B as
per PAYOUT LIST instructions (IMDPA), as described in Appendix A.
WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that
he has the permission to enter into this Joint Venture Investment Agreement, as well as declares
under penalty of perjury that the funds as per INVESTOR bank statement hereby noted as Annexure
are good, clean, clear, and free of noncriminal origin, are free and clear of liens, encumbrances and
third parties' interests.
WHEREAS: The Party-B is ready, willing and able to Receive €1016100000.00 (One billion and

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

One hundred Sixty One million Euro)by way of Cash Transfer via SWIFT.COM which will be
disbursed in accordance with the PAYOUT LIST instructions (IMDPA).

DESCRIPTION OF TRANSACTION

1. SENDER’S
INSTRUMENT: SWIFT.COM MT-103 direct cash transfer

2. TOTAL FACE VALUE: €1016100000.00 (One billion and One hundrud Sixty One
million Euro)

6. RATIOS: AS SPECIFIED IN IMDPA (APENDIX A) & BPU

7. PAYMENT: VIA SWIFT MT103 OVER MONTHLY TRANCHES AS IN

APPENDIX (A)

1. CASH TRANSFER VIA SWIFT.COM MT-103 DIRECT CASH TRANSFER

1. INVESTOR and PARTNER sign the present Agreement, both acknowledge it as a full commercial
recourse contract.
2. The Agreement is lodged by the Parties in their respective banks.
3. Upon mutual adjustment of readiness, INVESTOR’s bank officer will then transfer banking cash
via SWIFT MT103 direct cash transfer to PARTNER’s account and provides PARTNER side with
a copy of SWIFT transaction slip with uncovered , UETR and other data.
4. Basing on the above document, the PARTNER’s Bank officer verifies the funds.
5. Upon effected download/receipt, authentication and booking on PARTNER’s target account,
upon sharing readiness the investment payments are shared among all participants of the
transaction within 1 (one) banking day according to the Bank Cheque delivered to sender
hereto contractually agreed in this Agreement.
6. After sender receive the Bank Cheque from RECEIVER, sender will send final codes to receiver,
then receiver will disburse as per PAYOUT LIST instructions (IIMDPA) or as mutually agreed
Bank Cheques.
7. Neither communication of Bank Officers during the transaction. The Bank Officers contact only
their respective clients, and the Clients (Parties) stay in continuous touch. Exceptions are bank
obligatory procedures and emergency situations.

8. After such processing and start-up of first step of investment (documentary), the next tranche
becomes agreed between the Parties and processed as above, then subsequent tranches.
9. PARTNER's bank, will releases the payment in MONTHLY tranches over a period of a minimum
of nine months, and if necessary maximum period of one year from bank confirmation
downloading date.

NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or any other person(s)
on its behalf, has/have never been solicited by any party, its shareholders or associates or

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

representatives in any way whatsoever that can be construed as a solicitation for this future
transaction. Any delay in or failure of performance by either party of their respective obligations
under this Agreement shall constitute a breach here under and will give rise to claims for damages
if, and to the extent that such delay(s) or failure(s) in performance is(are) not caused by event(s) or
circumstance beyond the control of such party in default.
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Earthquake
or other natural disasters, and any other cause not within the control of such nonperforming party,
or which the non- performing party by exercise of reasonable diligence is unable to foresee or
prevent or remedy.

REPRESENTATIONS AND WARRANTIES

(a) Organization: It is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation with all requisite power and authority to enter into this Agreement, to
perform its obligations here under and to conduct the business of this transaction.
(b) Enforceability: This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.
(c) Consents and Authority: No consents or approvals are required from any of the governmental
authority or other person for it to enter into this Agreement. All actions on the part of such
acting party necessary for the authorization, execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby by such party, have been duly taken.
(d) No Conflict: The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or
assets are bound or any law, rule, regulation, order or decree to which it or its properties or
assets are subject.
(e) Receiver: It has been afforded the opportunity to seek and rely upon the advice of its own
attorney, accountant or other professional adviser in connection with the execution of this
Agreement. Both Parties shall do so in respect of each other and under this Agreement written
conditions.
(f) Limitation of liability: INVESTOR including all to INVESTOR connected mandates and
intermediaries acting with full personal and corporate legal responsibility, hereby irrevocably
and unconditionally, without protest or notification, without prejudice, recourse shall hold the
RECEIVER harmless from all claims from other third parties arising out of this investment
transaction herein not incurred as a direct obligation of this field of activity for RECEIVER.
INVESTOR acting with full personal and corporate legal responsibility, hereby irrevocably and
unconditionally, without protest or notification, without prejudice, recourse irrevocably
confirms to indemnify and keep the RECEIVER indemnified against any and all liabilities, costs,
claims, demands, proceedings, charges, actions, suits, or expenses or whatsoever kind or
character that may be incurred or suffered by any of them howsoever arising in connection of
the transaction described in this agreement.

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

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

under this Agreement are unique and, accordingly, the Parties shall in addition to such other
remedies as may be available to the mat law or inequity, have the right to enforce their rights
under this Agreement by actions for injunctive relief and specific performance.
(c) Prior Agreements: Construction: Entire Agreement: This Agreement, including the Exhibits
and other documents referred to herein (which form apart hereof), constitutes the entire
agreement of the Parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings between them as to such subject matter and all such prior
agreements and understandings are merged herein and shall not survive the execution and
delivery hereof. In the event of any conflict between the provisions of this Agreement and those
of any Joint Ventures Agreement, the provisions of the applicable Joint Venture Agreement shall
control.
(d) Amendments: This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
(e) Severability: If any provision of this Agreement shall be held or deemed by a final order of a
competent authority to be invalid, inoperative or unenforceable, such circumstance shall not
have the effect of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such invalid,
inoperative or unenforceable provision had never been contained herein so as to give full force
and effect to the remaining such terms and provisions.
(f) Counterparts: This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement, and shall become effective when one or more such
counterparts have been signed by and delivered to each of the Parties.
(g) Applicable Law; Jurisdiction: This Agreement shall be governed by and construed in
accordance with the laws of the Paris. The Parties consent to the exclusive jurisdiction of the
Paris shall be preceded with the according to the principal of the ICC, with any civil action
concerning any controversy, dispute or claim arising out of or relating to this Agreement, or any
other agreement contemplated by, or otherwise with respect to, this Agreement or the breach
hereof, unless such court would not have subject matter jurisdiction thereof, in which event the
Parties consent to the jurisdiction of the ICC as above indicated. The Parties hereby waive and
agree not to assert in any litigation concerning this Agreement the doctrine of forum non-
convenient
(h) Waiver of Jury Trial: The Parties Here to Hereby Irrevocably and Unconditionally Waive Trial
by Jury in any Legal Action or Proceeding Relating to This Agreement and For Any Counterclaim
Therein,
(i) No Rights of Third Parties: This Agreement is made solely and specifically between and for the
benefit of the Parties hereto and their respective members, successors and assigns subject to
the express provisions hereof relating to successors and assigns, and (ii) no other Person
whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits
under or on account of this Agreement as a third-party beneficiary or otherwise.
(j) Survival: The covenants contained in this Agreement which, by their terms, require
performance after the expiration or termination of this Agreement shall be enforceable
notwithstanding the expiration or other termination of this Agreement.
(k) Headings: Headings are included solely for convenience of reference and if there is any conflict
between headings and the text of this Agreement, the text shall control.
(l) No Broker: Each of Investor and Asset Manager represent and warrant that it has not dealt
with any broker in connection with this Agreement and agrees to indemnify, defend and hold
harmless each other party hereto and its affiliates from all claims and/or damages as a result of
this representation and warranty being false.
(m)Currency: Any exchange of funds between Sender and Receiver shall be made in the same
currency in which the Sender transferred the investment fund. In addition, all calculations
pursuant to this Agreement and any Joint Venture Agreement shall be based on ICC regulations

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

in Paris.

ARBITRATION
All disputes and questions whatsoever which arises between the Parties to this Agreement and
touching on this Agreement on the construction or application thereof or any account cost, liability
to be made here under or as to any act or way relating to this Agreement shall be settled by the
arbitration in accordance with the arbitration laws of the ICC, Paris, France.
(a) Every attempt shall be made to resolve disputes arising from unintended or inadvertent
violation of this contractual Agreement as far as possible amicably. In the event that
adjudication is required local legal process shall be preceded with according to the principal of
the ICC as above indicated. Where judicial resolution is not thereby achieved, this matter shall
be settled by the ICC itself and the decision of which all Parties shall consider to be final and
binding. No State court of any nation shall have subject matter jurisdiction over matters arising
under this Agreement.
(b) This Agreement contains the entire agreement and understanding concerning the subject
matter hereof and supersedes and replaces all prior negotiations and proposed agreements,
written or oral. Neither of the Parties may alter, amend, nor modify this Agreement, except by
an instrument in writing signed by both Parties.
(c) This Agreement will be governed by and construed in accordance with the laws of United
Kingdom. In the event that either party shall be required to bring any legal actions against the
other in order to enforce any of the terms of this Agreement the prevailing party shall be
entitled to recover reasonably attorney fees and costs.
(d) All Communications will take place on the account to account only. No exceptions, e-mail,
attachments of this document, when duly executed are to be considered originals and binding
documents.
(e) This Agreement once executed by both Parties will become effective as of the date first written
above. Any official notice(s) exchanged by the Parties hereto, shall be sent to the first mentioned
address(s) herein or as may be attached by addenda hereto. A facsimile or electronically
transferred copy of this Agreement, duly signed by both Parties, shall be deemed original.

<<<<<<< The Remainder of Page Is Left Blank Intentionally >>>>>>>>

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

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

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon
this Agreement as of this date of JANUARY 01, 2024

ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY BOTH PARTIES ON

Signed for and on behalf of PARTY A – “INVESTOR”: XXXXXXXXXXXXXXXXXXXX

NAME: AILIN ZHANG（AVANTULO.S.A.）

POSITION:

PASSPORT Nº: EH0196341

ISSUING COUNTRY: BUDAPEST(CHINA)
ISSUE DATE: 13 MAR 2020
EXPIRATION DATE: 12 MAR 2030
…………………………………………………………………………………………………………………

Signature and Corporate Stamp

DATE OF SIGNATURE:

Signed for and on behalf of PARTY B – “PARTNER”: XXXXXXXXXXXXXXX

NAME:
POSITION:
PASSPORT Nº:
ISSUING COUNTRY:
ISSUE DATE:

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

EXPIRATION DATE:
…………………………………………………………………………………………………………………
Signature and Corporate Stamp

DATE OF SIGNATURE:

PAGE 9 OF 13
INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

Annex A
PASSPORT (ID CARD) COPY OF THE PARTY-A / INVESTOR

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

Annex B

INVESTOR: COMPANY CERTIFICATE

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

Annex C

RECEIVER: PASSPORT COPY

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INVESTOR INITIALS PARTNER INITIALS
AGREEMENT №: DB AND /€1.0161 BILLION&CORPUS/DES22/002
TRANSACTION № DBIMCO 1.0161 BILLION 20240102 MT103/DIRECT/CASH/TRANSFER
DATE: JAN 02, 2024

Annex D

RECEIVER: COMPANY CERTIFICATE.

 ✵✵✵ END THE AGREEMENT ✵✵✵ 

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INVESTOR INITIALS PARTNER INITIALS