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COMPREHENSIVE COOPERATION AGREEMENT

SUPPLYING INVESTMENT CAPITAL IN VIETNAM


NO.12.2023.999/HĐ HTĐT

BASE : DEED OF AGREEMENT

INVESTMENTS AND FINANCIAL COOPERATION PAY ORDER FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT MT103 DIRECT CASH TRANSFER No.12.2023-999
BETWEEN
AVANTULO S.A.
REPRESENTED BY: Mr. FRANCIS ANTHONY JANKAUSKAS
AND
…………………………………………….
REPRESENTED BY: …………………
Date: December 4, 2023
ACCOUNT NAME: AVANTULO S.A.
Date: December 4, 2023 Investment and financial cooperation agreement No.: 12.2023-999 (hereinafter referred to as
the Agreement) with a total investment capital of 1,000,000,000.00 EURO (One billion EURO) on December 4, 2023
by and between the following dates Parties:
The PARTY A - the INVESTOR:
SIGNATORY PERSONAL INFORMATION
COMPANY NAME: AVANTULO S.A.
REGISTERED 20051
NUMBER:
CLIENT ADDRESS: AVANTULO TOWERS I, II, III & SOHO CENTER, CALLE 50, BANK DISTRICT, PANAMA CITY,
REPRESENTED BY: PANAMAANTHONY JANKAUSKAS
FRANCIS
PASSPORT №: HB5044392
COUNTRY OF ISSUE: CANADA
DATE OF ISSUE: 27.10.2014
DATE OF EXPIRY: 27.10.2024
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12. 60254 FRANKFURT AM MAIN. GERMANY
SWIFT CODE:
DEUTDEFFXXX
ACCOUNT NAME: AVANTULO S.A.
SORT CODE EUR 9854.1723.849.2015
GPI CODE: DEUTDEFF
ACCOUNT NUMBER: 0361 9822 44
IBAN: DE60 5007 0010 0361 9822 44
BANK OFFICER: Karl Von Rohr / Chief Administrative Officer / Pin: 83797
BANK OFFICER +49 69 910-00 / +49 69 910 30183
PHONE:
BANK OFFICER karl@db.com
EMAIL:
REF.: INVESTMENT
(Hereinafter referred to as the “Party A” or the “INVESTOR”) And
SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


AND
The PARTY-B - the MANAGER:
EXCLUSIVE GENERAL AGENT FOR RECEIVING AND DISTRIBUTING FUNDS
…………………………………
COMPANY NAME:
COMPANYADDRESS:
COMPANY REG.No.:
REPRESENTED BY:
PASSPORT NO.:
DATE OF ISSUE:
DATE PF EXPIRY:
PLACE OF ISSUE:
BANK NAME: BANK
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER: (EURO)
BANK OFFICER:
BANK OFFICER PHONE:
BANK OFFICER EMAIL:

Hereinafter referred to as party B “Recipient” on the other side,


And according to the charter attached to “This Agreement”. Otherwise, (hereinafter referred to as the Partner or Party
“B”), both together and individually hereinafter referred to as the “Parties” enter into an agreement of that content,
hereinafter referred to as “ Contract":
WHILE:
WHEREAS the Parties hereby wish to enter into this Agreement for the purpose of developing private investment
projects contemplated herein solely for the mutual benefit and not for any other purpose.
WHEREAS both Parties hereby warrant that the currencies traded, for the purpose of making investments, are good
money, clean and of no non-criminal origin, without any trace of illegality. or illegal.
WHEREAS each Party hereby declares that it is legally empowered, fully authorized to execute and accept this
agreement, and agrees to be bound by its terms and conditions under penalty of and other consequences.
WHEREAS, the Investor, through its escrow bank, where the final agreements will be filed and delivered to, confirm
and ensure that they have the financial ability in USD - Funds and USD - Funds to trade. under this Agreement.
WHEREAS, the Parties hereby declare under full corporate responsibility, under penalty of perjury, that in
performance of this Agreement, they will complete the transaction contemplated herein, except in the following
circumstances force majeure and government sanctions, if any. The parties hereto shall not be liable for any failure to
comply with the "force majeure" provisions of the ICC, Paris.
WHEREAS both Parties hereby agree that each party has the sole right to use and choose whichever company is
more suitable to perform this task, in order to successfully complete the present transaction.
SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


1. CONTRACT OBJECTIVE.
1.1. In accordance with the provisions of this Contract and the general principles and regulations on financial
resource management guided by the Investor, and the “Partner” undertakes to manage the investment plans approved
by the parties and approved by the Investor. The Investor invests under this Contract.
1.2. The Investor's financial resources are made available to the “Partners” hereinafter referred to as “Investments”.
1.3. In accordance with the law and to enforce the Law on Foreign International Investment Regime for the two
parties, the object of this Agreement is the joint investment of the Partners, not related to the establishment of new
legal entities, in the following directions: investment in commercial, social, innovation projects, etc.
1.4. The "Parties" entered into a high-level contract for the purpose of strengthening bilateral friendly international
relations for the following purposes of cooperation, implementing their own projects with funding and financial
opportunities, and attracting related partners.
1.4.1. Promote participation in the real economy and prioritize private sector investment projects;
1.4.2. Promote an increasingly balanced and sustainable financial support system for projects and programs in
priority areas;
1.4.3. Minimize investment and commercial risks associated with the implementation of projects.
And it is also possible to carry out reinvestment in the original investment objects and other investment and
reinvestment objects.
1.5. Investors make their physical investments as reinvestments in
1.6. PROPOSED PROJECT:
+ PROJECT 1: ……………………………………
+ PROJECT 2: ……………………………………

+ PROJECT 3: DUC KHAI RESORT - HAM TAN - BINH THUAN Address: Pho Tri Village, Tan Thang
Commune, Ham Tan District, Binh Thuan Province. Total land area: 35 hectares Total investment capital about:
EURO 500,000,000.00 (Five hundred million EURO)
+ PROJECT 4: TWIN TOWER TRADE CENTER Address: Nguyen Duy Trinh Street, Phu Huu Ward, Thu Duc
City, Ho Chi Minh City. Total Area: 60,884.1 M2 ) Total investment capital is about: 4,500,000,000.00 EURO
(Four billion five hundred million EURO).

INVESTOR'S CURRENCY: Via _ SWIFT.COM, GPI MT103 (CASH TRANSFER) EURO 1.000,000,000.00
(One billion EURO)
FIRST DELIVERY: 1,000,000,000.00 EURO (One billion EURO) 1.10 Internally, the Partner's bank issues an
unconditional EURO amount via (72) bank transfer during business hours to the designated bank account. Using a
Project-Based Contract Addendum:
DESCRIPTION OF TRANSACTION
Sender Instrument: MT103 DIRECT CASH WIRE TRANSFER
Total Face Value: 1.000,000,000.00 (One billion EURO)
Next Tranche The parties will agree
Remittance by: SWIFT.COM, GPI MT103 (CASH TRANSFER)

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


3 . GENERAL ACTIVITIES OF THE PARTIES.
3.1. We, the undersigned Parties, with full liability and company, under penalty of perjury, certify that the Investor is
ready, willing and able to invest, and the Partner is willing to willing to accept investments and to act on mutual
terms and agreements. its conditions.
3.2. For the implementation of investment programs, the Parties bring in foreign investment in convertible currencies
during the validity of this contract according to the schedule fixed by the Parties, the amount and the amount of the
currency agreed. reflected in the addendum to this contract.
3.3. The Parties may expand the types and areas of investment activities and, if necessary, enter into additional
arrangements.
3.4. Addendums and changes may be incorporated into this Agreement by mutual agreement of the Parties, formed
by separate protocols which, after the Contracting Parties, are deemed to be an integral part herein.

4. PARTNER'S RIGHTS AND DUTIES.


4.1. Party-A and Party-B for the purposes made herein:
4.1.1. Develop investment activities for their own economic and technical projects.
4.1.2. Enter into contracts, agreements and other arrangements necessary to carry out their investment programs.
4.1.3. Provide each other with all necessary legal, financial and other documents related to the performance of this
contract.
4.1.4. Invest money in their own projects during the time this contract is in effect according to their applicable laws.
4.1.5. Conduct economic activities to carry out their own investment programs, pay debts of all kinds, pay for goods
and services, transfer means of payment of wages and other types of rewards, page pay fees.
4.1.6. Attract other legal entities and individuals to conduct their investment programs under the Present Agreement
at their sole discretion.
4.1.7. Must provide each other with the necessary support.
4.1.8. Must follow and observe here's terms and conditions.
4.1.9. There is an obligation to keep confidential all business, technical and commercial information relating to the
performance herein.
4.1.10. Additional investments may be made during the validity of the existing Agreement and may also be
reinvested in major investment projects and other investment and reinvestment objects.
4.2. Party-A for the purposes of performing here on:
4.2.1. Develop your own investment activities with its economic and technical background.
4.2.2. Enter into contracts, agreements and other arrangements necessary to carry out its investment programmes.
4.2.3. Provide Party-B with all necessary legal, financial and other documents, related to the performance of this
contract.
4.2.4. It is possible to invest money during the time this Agreement is in force in accordance with applicable laws.
4.2.5. Conduct economic activity to carry out its investment programs, pay debts for all kinds of expenses, pay for
goods and services received by each Party, transfer means of payment of wages and other types of rewards, funding
all kinds of fees.
4.2.6. Attract other legal entities and individuals to conduct investment programs under this Agreement.
4.2.7. Attracting investments and financial assets, including credits and lending facilities, by residents and non-
residents for the purpose of making investments.
4.3. Party-B for the purposes made here of:
4.3.1. Develop your own investment activities with its economic and technical background.
4.3.2. Enter into contracts, agreements and other arrangements necessary to carry out its investment programmes.
SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


4.3.3. Provide Party-A with all necessary legal, financial and other documents related to the performance of this
contract.
4.3.4. It is possible to invest money during the time this Agreement is in force in accordance with applicable laws.
4.3.5. Conduct economic activity to carry out its investment programmes, pay debts of all kinds, pay for goods and
services received by each Party, transfer means of payment of wages and other types of rewards, funding all kinds of
fees.
4.3.6. Attract other legal entities and individuals to conduct investment programs under this Agreement.
4.3.7. Attracting investments and financial assets, including credits and lending facilities, by residents and non-
residents for the purpose of making investments.

5. TOTAL INVESTMENT CAPITAL AREA AND FINANCIAL LEVELING Sequence.


Investor's currency: USD
Total investment: 18,100,000,000 USD (Eighteen billion one hundred million US dollars)
Therefore, now, in consideration as set forth herein and in consideration of the knowledge, as well as the purposes of
good value herein, the adequacy and receipt hereunder are recognized by the Parties. as follows:
Party-A is ready to start funding the project in volume and in the following order:
Party-A provides Party-B with the necessary capital to implement development projects through its own dollar
monetary fund.

6. OBJECTIVES FOR USING THE DISTRIBUTED FUND.


6.1. Invest in projects
6.2. Development of several companies to cooperate, in the field of import and export in Western and Eastern
Europe, etc. Consulting services to support and implement credit lines.

7. TRANSACTION PROCEDURES.
7.1. The Investor and the Fund Manager both sign and execute the Individual Investment Agreement.
7.2 This investment agreement thus automatically becomes a full commercial recourse.
7.3 If necessary, the Parties shall submit copies of the Agreement to their respective banks for compliance.
7.4 The Investor will then transfer the Deutsche Bank System funds using SWIFT MT-103& to the Fund Manager's
bank (account) coordinates.

8. CONFIDENTIAL AND CONFIDENTIAL INFORMATION


8.1. In connection with the present Agreement, the Parties shall provide each other with information relating to
designated fiduciary banks originating in each Party's writing and designated as confidential which the Parties agree
to treat. as "confidential information". The Parties understand and agree
that any confidential information disclosed under this Agreement is confidential, proprietary and
of great value to each Party, which may be impaired if the confidentiality of such information is not maintained.
8.2. The Parties also agree that they will take reasonable security measures to preserve and protect the confidentiality
of such “confidential information” and will keep such information in good faith and non-disclosure. directly or
indirectly to any person or entity during the term of the contract. this Agreement or any time after the expiration or
termination of this Agreement; provided, however, that the Parties may disclose confidential information to
assistants, agents or employees who have agreed in writing to keep such information confidential and that disclosure
is necessary to provide the service. service under this Agreement.
SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


8.3. Separate referrals made through different intermediary chains that may result in other transactions between the
Parties will not constitute a breach of confidential information, as long as such new chains are not created. aim to
pass the first chain of referrals. Copying and pasting of signatures is not allowed.
8.4. The transfer agreement and banking institution will be transmitted as a scanned visa authorized signature.
8.5. Unauthorized Banking Transactions: Neither Party may contact the Bank of the other Party without the written
permission of the Party whose bank is contacted. Any unauthorized contact by either Party to this Agreement is
deemed a breach of this Agreement and will cause this Agreement to be immediately terminated and the transaction
void.
9. IDENTIFICATION CODE.
9.1. The Parties agree that all documents related to the transaction have the codes listed on page 01 of this Agreement
and the aforementioned codes cannot be changed during the term of this Agreement, including all reinvestment,
renewal and replenishment.
10. COMMUNICATION
10.1. Communication with banks will be limited to transactions between the Investor's bank and the Partner's bank
and only between authorized bank employees/representatives, including the head of the Bank. Investors and Partners,
in the process of completing this transaction. No communication of any other party is permitted without the prior
written consent of the named account holder.
10.2. Any notice given below from either Party to the other party shall be in writing and shall be sent by fax to the
telefax number or by E-mail to the respective Party's E-mail address as provided. here. The Parties agree that
certified copies of E-mail or telefax are considered legally binding original documents. Scanned and E-mailed copies
of e-mails in the form of photographs of this Agreement and duly signed and/or executed correspondence shall be
deemed originals and shall be binding and shall be deemed copies. original and fit for any legal purpose.
10.3. EDT-Electronic Document Transmission & Partners: This Agreement may be made in multiple copies at
different times and places, each considered original and binding. All faxes/electronic transmissions/communications,
including electronic signatures, relating to this Agreement and mutually acceptable to the Parties, shall be deemed
legally binding and legally binding documents. valid for the duration of the transaction. And where applicable, this
Agreement
❖ Incorporate US Public Law 106-229, "Electronic Signatures in the National and Global Commerce Act" or other
applicable law consistent with the UNCITRAL Model Law on Electronic Signatures (2001);
❖ Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) ratified by the United Nations Center
for Trade Facilitation and Electronic Business (UN/CEFACT);
❖ All documents submitted electronically must comply with European Community Directive 95/46/EEC, where
applicable.
11. EFFECTIVE
11.1. Once this Agreement is signed by both Parties, trading shall commence within three (3) banking days or earlier,
excluding Saturday and Sunday and any bank holidays.
12. FULL UNDERSTANDING
12.1. The latest version/signature of this Agreement, executed by each party in its original form, represents the full
understanding between the Parties and supersedes all other commitments, whether oral or written . All statements
and statements are made without omitting any material fact and subject to full legal and corporate liability under
penalty of perjury.
SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


12.2. The Parties hereby accept that if part or the whole of the present Agreement is held to be invalid or
unenforceable by judicial decree or under any international regulation relating to bank confirmations of effect of
USD, this Agreement shall be rebuilt upon mutual consent and agreement of both Parties with respect to this Trade
Agreement.
12.3. Until the physical exchange of the originals, certified faxes and/or e-mails of this Agreement will be deemed
originals.
12.4. Commissions payable under this Agreement will be distributed in accordance with the irrevocable Fee
Protection Agreement.

13. MISSIONS
13.1. Each Party to this Agreement may assign this Agreement or all or part of its performance to any other company
undertaking the assignor's obligations under the terms of the assignment. Formal notice of assignment will be sent to
the other party to this Agreement, clearly showing there the complete contact details of the assignee.

14. CONTRACT DURATION


14.1. This Agreement is a fully retrievable commercial undertaking enforceable under the laws of the jurisdiction of
dollar, Liechtenstein, Switzerland or any other member state of the European Union when so apply. And, the
foregoing law shall govern the interpretation, enforceability, performance, enforceability, validity and any other
matter thereof of this Agreement, which shall remain in full force and effect until the completion of the transaction.
translation and it is legally binding on the contracting parties, their heirs,
successors and assigns, agents, principals, attorneys and all relevant partners
in this Agreement/contract/transaction.

15. LAW AND Arbitration


15.1. This Agreement is a full recourse commercial undertaking enforceable under the jurisdictions of the countries
in which the transaction is made and any disputes shall be resolved in accordance with the ICC arbitration rules.
15.2. All disputes and disagreements, which may arise during the performance of the present agreement or in
connection with it, shall be settled by negotiation between the Parties. In the event that the Parties fail to reach an
agreement, disputes and disagreements will be resolved by the London Court of International Arbitration (UK)
represented by an arbitrator.
15.3. The Parties hereby acknowledge and agree that any differences and/or disputes in the application of this
Agreement shall be resolved amicably. If this is not possible, arbitration will be taken.
15.4. This Agreement is intended to be performed to the extent and only to the extent permitted by all applicable
jurisdictional laws, ordinances, rules and regulations. If any provision of this Agreement is held to be invalid or
unenforceable, the reminder of this Agreement shall be unaffected (if agreed to by both Parties) and shall be
enforceable within to the greatest extent permitted by law.

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


Furthermore WE, THE CONTRACTING PARTIES, WILL GUARANTEE BY INTERNATIONAL
SCAM AND SCAM LAW, THAT THE INFORMATION PROVIDED HERE BY WE ARE
CORRECT AND TRUTH, AND COMPLETE. TURNING OUR OFFICER ON THIS
AGREEMENT, WE CONFIRM THAT OUR REPRESENTATIVE BANK- OFFICIAL OFFICERS
IS COMPLETELY KNOWLEDGE, APPROVED AND READY TO CONTINUE WITH THE
TRANSFER.
For subsequent distribution companies will be coordinated by a separate
addendum to this Agreement which shall form an integral part of it.

December 4, 2023

INVETOR OR PARTY “A”: RECEIVER OR PARTY “B”:

AVANTULO S.A. ………………………


Chairman Chairman

Mr. FRANCIS ANTHONY JANKAUSKAS

FRANCIS ANTHONY
Represented By JANKAUSKAS Represented By
Passport No. HB5044392 Passport No.
Date of Issue October 27, 2014 Date of Issue
Date of Expiry October 27, 2024 Date of Expiry
Place of Issue CANADA Place of Issue VIETNAM

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM

BÔ XUAN VINH
PASSPORT COPY OF THE PARTY-A

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


INCORPORATION OF THE PARTY A

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


PASSPORT COPY OF THE PARTY-B

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


INCORPORATION OF THE PARTY A

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


INCORPORATION OF THE PARTY B

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


INVESTMENT CERTIFICATE PARTY B

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


INVESTMENT CERTIFICATE PARTY B

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


DUC KHAI HAM TAN PROJECT 35 HA

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


INVESTMENT CERTIFICATE FOR DUC KHAI HAM TAN PROJECT

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM


INVESTMENT CERTIFICATE FOR DUC KHAI HAM TAN PROJECT

SIGNATURE SENDER SIGNATURE RECEIVER

AUTHORIZED REPRESENTATIVE IN VIETNAM

BO XUAN VINH

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