Sale and Purchase Agreement for Dore Gold Bar

Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

THIS SALE AND PURCHASE AGREEMENT WAS MADE AND ENTERED INTO THIS 25th DAY OF NOVEMBER 2021 BY
AND BETWEEN

CONSORTIUM OF SELLERS: JEC INTERNATIONAL CO LTD AND PT.AGRO SEJAHTERA INVESTINDO

Company Name : JEC INTERNATIONAL CO. LTD

Registration number : 502-81-81319
Address : 8F, DAEGU TRADE CENTRE 489, DONGDAEGU-RO, DONG-GU, DAEGU, KOREA
Authorized Person : LEE KWANG SOO
Position : CEO
Passport no : M035670
Email : ceo@jecfoundation.com
Phone No. : +82 1071161135

Company Name :
Registration number : 0220003870425
Address : Gedung Ganeca Lt.4 Jl Pasar Minggu No.234 Kel Kalibata Kec Pancoran Jakarta,
Indonesia
Authorized Person : Mr.MICHAEL BUDIHARDJO
Position : CEO
Passport no : C0519312
Email : michaeltamira2018@gmail.com
Phone No. : +233 54 221 7998

The Buyer

Company Name : MEGA TRILLION LNVESTMENTS LIMITED

Registration number : 1928680

Address : 16/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong
Authorized Person : Mr, HOU JIAMING
Position : CEO
Passport no : E37324868
Email : sangsho@yeah.net
Phone no. : 86-138 3447 8694

WHEREAS: The Seller agrees by signing this Sales and Purchase Agreement (SPA) with full corporate and legal
authority, represents and warrants they can fulfill the requirements of this SPA to sell the Au gold in the form of
gold dore bars, 1kg each size.
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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

WHEREAS: The Buyer agrees by signing this SPA with full corporate and legal responsibility, that they are ready,
willing and able to purchase the Seller’s Dore gold bar as per the terms and conditions set forth in this SPA.

NOW THEREFORE: In consideration of the promises and mutual covenants herein set forth, both Parties accept
and agree to the Sales and Purchase Agreement terms and conditions as follows:

1. SCOPE OF AGREEMENT
 The Seller agrees and warrants under full corporate and legal responsibility, that they have the clear
and qualified right to sell the gold in Dore gold bars as per terms and conditions of this SPA.
 The Seller confirms they have full and confirmable proof of product of Dore gold bar in existence and
purity and testifies the quantities as per terms and conditions of this SPA are available for shipment.
 The Buyer under full corporate and legal responsibility, represents they have the full financial capability
to purchase the Dore gold Bar as per terms and conditions of this SPA.
 The seller will ship the gold bars in Ghana to the Hong Kong smelter for delivery to the buyer
 Buyer has the know-how, infrastructure, customs clearance & logistics in-place as well all the required
gold trading licenses and banking facilities to fulfill the terms and conditions of this SPA.

2. PRODUCT SPECIFICATIONS
Commodity : Dore Gold bar
Specifications : 93% minimum purity of gold
First Tranche : 500 kg
Country of Origin : Ghana, West Africa
Delivery : Buyer’s will designed the Refinery
Price : USD 49,500 Fixed per kilo CIF HongKong AirPort (USD)
Note: For the CIF price of the current contract agreed by both parties, both parties shall refer to the buyer
price difference of the current contract. When the international gold price rises or falls, the seller shall
maintain the interests of the buyer based on the price difference of the current contract.
Packing : Export Packing Boxes quality
Assay Report : Will use Sahara Royal Gold Ltd refinery in Accra, Ghana

3. TERMS AND CONDITIONS: 合同条款

WHEREAS, The Seller represents to be the legitimate owner-beneficiary, and confirms can provide the Buyer
to supply the dore gold bar to be sent in 20 days after receiving the issuance Of DLC; with an further
quantity 500 kg every Month.. 鉴于，卖方代表为合法的所有人-受益人，并确认可以向买方提供供应 dore
金条，并在收到 DLC 的开具后 20 天内发送;每月增加 500 公斤。

WHEREAS, The Seller, in this act, shows reliable and verifiable legal documents, which provide evidence of
representation and power; and, asserts that is ready, willing and able to commit with the Buyer, in this SPA,
under terms, conditions and procedure stated herein below; 鉴于，卖方在本法中显示可靠和可验证的法律
文件，该文件提供了陈述和权力的证据;并声称已准备好、愿意并能够根据下文所述的条款、条件和程序在
本 SPA 中向买方作出承诺

Seller Initial : Buyer Inital :

 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

WHEREAS: The Buyer represents the legitimate owner of funds, in conditions established herein; and, for this
reason, in this act, the Buyer shows reliable and verifiable legal documents, which provide evidence of this
representation and power for this said purchase.

NOW THEREFORE, both parties agree to sign this SPA, which will be binding to both parties:

4. LEGALITY
 CURRENCY: Referenced Currency in this SPA is to be in USD (US Dollar)
 CLEAR TITLE: The Seller confirms and warrants that the title of the Dore gold Bar to be sold herein will
be free and clear of all liens and encumbrance.
 SELLER’S WARRANTY: The Seller warrants with full legal responsibility under penalty of perjury, that he
has full power, right, title authority and ability to enter into this SPA to sell and deliver the commodity
specified herein, and that the commodity has no criminal origin; being fully able to perform all Seller’s
obligations under this SPA.
 BUYER’S WARRANTY: The Buyer warrants with full legal responsibility under penalty of perjury that he
is ready, willing and able to purchase the said commodity, with funds, certified as good, clean, clear;
proceeds not from criminal origin; and being fully able to perform all Buyer’s obligations and pay for the
goods shipped under this SPA.

5. PURCHASE PRICE
 The agreed traded volume is according to the final assay report from one off the hongkong refinery. In
the final assay report is noted in kilogram the parties agree.
 The final price and the payment will be determined by the total weight of the Dore gold bar on the
final assay report issued by one of the hongkong refinery.

6. DELIVERY PLACE
The seller ships the gold to the Hong Kong refinery and decides to designate its refinery in Hong Kong.

7. PAYMENT:
 PAYMENT: Telegraphic Transfer payment within 48 banking hours ONLY to Seller bank account after
Dore gold bar arrive at Buyer final destination country
 The Seller confirms that the bank account noted herein under the same title holder as the name of the
party noted on the Certificate of Ownership.

8. PROCEDURE OF TRANSACTION: 程序及事宜

 TERMS OF DELIVERY of CIF , HONG KONG : CIF 到香港的到岸价
 After both parties sign the SPA agreement, the Dore gold bars shall be delivered to the Hong Kong
refinery designated by the buyer within 20 days after receiving the issuance of DLC of the Buyer. The
Buyer shall issue the DLC to the seller's bank account after receiving the shipping documents of the
seller The Seller shall issue 2%PB to the Buyer to activate the DLC within three working days upon
receipt of the DLC issued by the buyer. 在双方签署 SPA 协议后，Dore 金条应在收到买方出具的 DLC
后 20 天内交付至买方指定的香港炼金厂。买方应在收到卖方的装运单据后将 DLC 开具至卖方的银行
账户。卖方应在收到买方开具的 DLC 后三个工作日内向买方开具 2%PB 以激活 DLC。
 The Seller shall provide all necessary documents to prove the guarantee of delivery to the Buyer, such as
the designated security logistics company, and related documents.

Seller Initial : Buyer Inital :

 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

 In accordance with the agreement between the parties and the documents provided, the Buyer
undertakes to pay all the costs of testing at the Hong Kong refinery designated by the Buyer

9. TRANSPORTATION (TERMS OF DELIVERY) AND ACCEPTANCE OF THE GOLD

The final inspection report to be delivered to the buyer at the agreed refinery in Hong Kong or dubai must
be fully documented.

10. PACKAGING AND SEALING

The Dore gold bar package must be selected by the Seller in such way that the quality of Dore gold bar
will not be tampered with during transportation and storage.

11. DOCUMENTS
The shipment and delivery shall be identified with all assigned SPA reference codes and numbers.

Delivery shall be accompanied by the following export documents that Seller must provide to the Buyer
prior to arrival of the gold to destined refinery.
• Certificate of origin
• Certificate of purity
• Certificate of ownership
• Five copies of commercial Invoices in favor of Buyer
• Receipt of the paid customs duties and taxes
• The government issued export permits
• Copy of the airway bill marked with “Air Freight collection”
• Mining or dealer license
• Customs and Excise tax-paid receipts
• Declaration that the product is free, clear, of non-criminal origin, unencumbered and free of any liens,
transferable and exportable.

12. TITLE & OWNERSHIP

The title and ownership of the Dore gold Bar, as well as all documents, shall be transferred from the Seller to
the Buyer upon Buyer’s refinery final assay report and with bank confirmation of transferred payment to
Seller’s bank account.

13. BINDING AUTHORITY

This SPA is binding on the both parties hereto, their assigns and successors and is signed with full authority to
act.

14. APPLICABLE LAWS AND JURISDICTION

Any action or legal proceeding related to this SPA shall be adjudicated under the laws of the country of delivery.
Any dispute arising out of or in context with this SPA or related to any agreement concluded as a result of this
SPA shall be settled by Arbitration. The seat of the arbitration tribunal shall be under the laws of Arbitration
shall be in English language shall be the language of the Agreement and Proceedings.

15. NOTICES
Any and all notices required to be given by one party to the other, in regard to this SPA, shall be in writing by
post the same in registered mail at the address or addresses as stated herein and copied by fax or email,
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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

directly to the parties concerned at the numbers contained herein this SPA.

16. FACSIMILE AND EMAIL COPIES

This SPA shall be accepted to be legal and binding, by both parties, as a formal intent, if executed by both
parties and sent by fax and/or email directly to the parties concerned at the numbers and/or email addresses
contained within this SPA; but, it is expressly established that only hard-copies, duly signed by the parties under
public notary protocol will be definite and valid with full legal force.

17. FORCE MAJEURE

The parties hereto shall not be held liable for any failure to perform, if failure is caused by reasons stated under
the “Force Majeure” clause as regulated by the International Chamber of Commerce, Paris, France.

18. JOINT DECLARATION

The Seller and the Buyer, each declares into one another that the Dore gold Bar offered herein for sale and the
origin of the funds used for purchasing the Au gold DO NOT contravene any of the following LAWS:
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 and
f) Or any other illegal or criminal activity.

19. AGREEMENT VALIDITY

This SPA Agreement valid starting for two months’ duration unless otherwise established by both parties. Either
party may terminate this agreement by giving 1 months’ notice with evidence and proof of unfulfilled contract
obligation of the other party. SHOULD THE SELLER FAIL TO COMMENCING THE DELIVERY OF AU WITHIN 10 DAYS
UPON SIGNING THIS AGREEMENT (E-SIGNATURES ARE ACCEPTED), THIS CONTRACT WILL BE AUTOMACICALLY
VOLID AND NULL WITHOUT FURTHER NOTICE.

20. SELLER’s BANKING DETAILS

Seller name : JEC INTERNATIONAL CO. LTD

Bank name : KEB HANA BANK
Bank address : SILLIM STATION, 352, SILLIM-RO, GWANAK-GU, SEOUL,
REPUBLIC OF KOREA
Account Name : JEC INTERNATIONAL CO., LTD
Account Number : 650-009638-054
Swift Code : KOEXKRSE
Bank Phone : +82 2 37885464

Seller name : PT.AGRO SEJAHTERA INVESTINDO

Bank name : PT. BNI (Persero) Tbk.
Bank address : Grha BNI,Jalan Jenderal Sudirman No. 10, Central Jakarta 10220
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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

Account Name : PT. AGRO SEJAHTERA INVESTINDO

Account Number : 6202162028
Swift Code : BNINIDJAXXX
Bank Officer’s Name :
Bank Officer’s Phone :
Bank Officer’s Email

21. BUYER’s BANKING DETAILS

Bank name : Bank of Communications (Hong Kong)

Bank address : 16/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong
Account Name : Mega Trillion lnvestments Limited
Account Number : 382-568-9-315179-0
Swift Code : COMMHKHK
Bank Officer’s Name : Mr, LAW, Yiu-Kwong
Bank Officer’s Phone : (852) 3989-3768

22. INTERMEDIATE FACILITATORS: 中间主持人

The Seller and the Buyer agree that the intermediary referred to below is the person or company introducing
the parties and therefore, regardless of any other remuneration scheme that may be active between the parties
and the intermediary, the Seller and the Buyer agree that the intermediary's commission shall be US$ 1,500 of
the Seller's USD 49,500 / kg deducted to the Intermediary as commission.The parties hereby agree to pay the
intermediary the following information. 卖方和买方同意下述中介是介绍双方当事人的个人或公司，因此，无
论双方和中介之间可能存在任何其他报酬方案，买卖双方同意居间人的佣金为从卖方 49500 美元/公斤中扣
除 1500 美元作为佣金。双方特此同意向居间人支付以下信息。

Account of Intermediary A:

银行名称：中国建设银行大连玉华街支行
银行帐号：6217000780020966223
账户名称：田润财

Account of Intermediary B:

Bank name : Bank Mandiri,Branch Cik Ditiro,

Account (USD): 12200111166516
Name account PT: Dutau Buana Mitra Hijau

The intermediary management fee has been signed by the buyer and the seller, and the intermediary separate
agreement serves as the fee protection agreement. Each time the Buyer pays the goods to the seller, the Buyer
and the Seller shall also pay the intermediary commission, the amount of which shall be in accordance with the
provisions of the Fee Protection Agreement. The intermediary fee shall be USD 750 + USD 750 for each party, as
detailed in the contract.
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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

INTERMEDIATE BANKING DETAILS

As per on the Fee protection agreement

23. SIGNATORIES EXECUTION OF THIS AGREEMENT

Each of the parties hereto confirms, with full legal responsibility, that each has full legal and lawful authority to
execute this Contract and therefore all terms and conditions shall be fully binding. The parties have entered into
this SPA in good faith and each shall use its best efforts in the full spirit of co-operation to promptly achieve the
purpose set forth herein. A facsimile or electronic copy of this SPA shall be deemed legally binding as being fully
executed in accordance to the parties herein and to include their heirs, executives, administrators and assignee.

By signing below, both parties as detailed herein fully understand their legal and corporate responsibilities
under the agreed terms and conditions of this SPA.

Special Statement :

SHOULD THE SELLER FAIL TO COMMENCING THE DELIVERY OF DORE GOLD BAR WITHIN 20 DAYS UPON
RECEIVING OF THE ISSUANCE OF DLC (E-SIGNATURES ARE ACCEPTED), THIS CONTRACT WILL BE
AUTOMACICALLY VOLID AND NULL WITHOUT FURTHER NOTICE.

SIGNATURES AND SEALS:

PARTY JEC INTERNATIONAL CO. LTD PT. AGRO SEJAHTERA MEGA TRILLION INVESTMENTS
INVESTINDO LIMITED
ADDRESS 8F, DAEGU TRADE CENTRE Gedung Ganeca Lt.4 Jl.Pasar 16/F, The Hong Kong Club

Seller Initial : Buyer Inital :

 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

489, DONGDAEGU-RO, Minggu No.234Kel Kalibata Kec Building, 3A Chater Road,

DONG-GU, DAEGU, KOREA Pancoran,Jakarta, Indonesia Central, Hong Kong
COUNTRY KOREA INDONESIA CHINA
TELEPHONE +82 1071161135 +233 54 221 7998 +86-138 3447 8694
EMAIL ceo@jecfoundation.com michaeltamira2018@gmail.com sangsho@yeah.net
AUTHORISED SIGNATURE AND SEAL

SIGNATORY LEE KWANG SOO MICHAEL BUDIHARDJO HOU JIAMING

NAME
PASSPORT M035670 C0519312 E37324868
NUMBER

BUYER COPY ID / PASSPORT: 买方身份证或护照

Seller Initial : Buyer Inital :

 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

BUYER COMPANY CERTIFICATE

Seller Initial : Buyer Inital :

 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

SELLER – JEC INTERNATIONAL CO. LTD

Company Certificate

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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

SELLER – JEC INTERNATIONAL CO. LTD

PASSPORT

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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

SELLER - PT. AGRO SEJAHTERA INVESTINDO

Company Certificate

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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

SELLER - PT. AGRO SEJAHTERA INVESTINDO

PASSPORT

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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

INTERMEDIARY PASSPORT COPY-A:

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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

INTERMEDIARY PASSPORT COPY-B:

INTERMEDIARY PASSPORT COPY-C:

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 Sale and Purchase Agreement for Dore Gold Bar
Agreement Number : INDONESIS 2021-11-16-A Date: 25 NOVEMBER 2021

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