Contract Amendment

(Amendment No. EPC-07-2023-CA02)

For
The EPC Contract of Design, Procurement and Construction of a
6,000 tpd Clinker Cement Production Line and 50 MW Captive Power Plant in Iraq
(Contract No. EPC-07-2023)

Between

AL DIYAR COMPANY
For Cement Production And Industrial Investments

And

Sinoma Beijing Triumph International Engineering Co.,LTD

 Contract Amendment for Al Diyar 6,000 TPD Clinker Cement Production Line & 50 MW CPP Project

CONTENT

1. CHANGES OF THE SCOPE OF WORKS AND CONTRACT PRICE...................................................3

2. THE CONTRACT PRICE AND TERMS OF PAYMENT OF THE CONTRACT.....................................4

3. TIME FOR COMPLETION.....................................................................................................................6

4. OTHER ISSUES.................................................................................................................................... 6

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 Contract Amendment for Al Diyar 6,000 TPD Clinker Cement Production Line & 50 MW CPP Project

Contract Amendment
For
6,000 tpd Clinker Cement Production Line and 50MW Captive Power Plant

This Contract Amendment (Amendment No. EPC-07-2023-CA02) is dated on20th June, 2024 and made
and agreed by and between:

1) Al-Diyar Company for Cement Industry and Industrial Investment. Iraq - Baghdad - Mansour, Iraq -
Erbil Empire Building T3, Sulaymaniyah Governorate - Salem Street. (the “Owner”);

And

2) Beijing Triumph International Engineering Co.,LTD a limited liability company incorporated in the
People’s Republic of China, with registered address at No.20 Building, No.1 Wuliqiao Yijie,
Chaoyang District, Beijing, People’s Republic of China, herein represented by Mr. LI MING, in his
capacity as Chairman of the Board, duly empowered (the “Contractor”),

Whereas:
 The Owner and the Contractor has signed and enforced the EPC Contract for Design, Procurement
and Construction of a 6,000 Tons Per Day Clinker Cement Production Line and 50 MW Captive
Power Plant in Iraq (Contract No. EPC-07-2023) on the date of 8th August 2023;
 The Owner is trying all his efforts to secure the financing for the Project since the contract come
into effect, and the Contractor is willing to support the Owner to do so;

For the goal to initiate the Project as soon as possible. On the basis of the conclusion of the meeting in
Iraq dated from 15th to 18th April 2024 and the correspondences and discussions after the meeting , the
Parties agreed and concluded this Amendment (Amendment No. EPC-07-2023 - CA02) to the EPC
Contract ( Contract No. EPC-07-2023).

The following terms and conditions have been agreed by the Parties and shall replace the existing one
in the provisions of EPC Contract and its Annexes:

1. CHANGES OF THE SCOPE OF WORKS AND CONTRACT PRICE

1.1 The change of Scope of Works.
The Scope of Works of the contract are changed from EPC contract to EP with Erection contract. The
Civil Works, which excluding the steel structure works but including all concrete works and
construction of infrastructures such as road, drainage, plant boundary wall, oil tanks farm of power

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 Contract Amendment for Al Diyar 6,000 TPD Clinker Cement Production Line & 50 MW CPP Project

plant and etc., for both Clinker Cement Production Line and 50 MW Captive Power Plant are shifted
from the scope and responsibility of Contractor to the scope and responsibility of the Owner. However,
the Contractor shall provide detailed engineering design and supervision service during the Civil
Works carried out by the Owner. The unit price of supervision service shall be USD350.00 per each
man.day, the numbers of supervision engineers and duration of supervision service shall be agreed by
the Parties 60 days prior to the dispatching the Contractor’s engineers to the site. The cost of
international travelling, the Iraqi inland travelling, the security of personnel, food and lodging of
contractor’s supervisors in Iraq shall be borne by the Owner.

The definition of the "Works" shall means all Plant, Equipment or Materials, Supplies, Services,
Supervision Service, supply and installation of Steel Structure Erection, installation, Commissioning
and testing of the Permanent Works and Temporary Works or all of them to be completed by the
Contractor under this Contract. However, the Civil Works (except supply and installation of steel
structure) shall be done by the Owner.

1.2 The change of Contract Price.

1.2.1 The total Contract Price specified in the clause 6.1 of Contract between the Parties (Contract No.
EPC-07-2023) shall be reduce to USD 170,330,000.00 (US Dollar One Hundred And Seventy Million
Three Hundred And Thirty Thousand only).

1.2.2 Contract Price for Clinker Cement Production Line shall be reduced from USD182,600,000.00 to
USD138,250,000.00, which excluding the cost of supervision service provided by the Contractor.

1.2.3 The Contract Price for 50MW Captive Power Plant shall be reduced from USD36,880,000.00 to
USD32,080,000.00, which excluding the cost of supervision service provided by the Contractor.

1.3 The Annex 1 Scope of Works and Annex 2 Price Break Down has been revised in line with above
changes and agreed by the Parties.

2. THE CONTRACT PRICE AND TERMS OF PAYMENT OF THE CONTRACT

The Contract Price and Terms of Payment specified in clause 6 of the Contract between the Parties
( Contract No. EPC-07-2023) shall be replaced by the below terms and conditions.
6.1 Contract Price
6.1.1 The Contract Price for the Engineering Design, Equipment &Materials Supply, Erection,
Commissioning and Training carrying out and completion of the Works shall be USD
170,330,000 (US Dollar One Hundred And Seventy Million Three Hundred And Thirty
Thousand only). The Contract Price are based on the following conditions:
(a) customs duties and taxes on Imported Goods incurred inside Iraq to be incorporated in the
Plant and items that form part of the Permanent Works and Temporary Works are either
exempted or will be borne by the Owner;
(b) Inland transportation and insurance cost is excluded in the Contract Price and the Owner
shall be responsible for the inland transportation from the Umm Qasr sea port to the Plant
Site.
(c) All taxes, duties and fee due in connection with the execution of the Contract and
performance of the Works in Iraq shall be borne and paid by the Owner.
(d) Any Variations, as defined in Clause Error: Reference source not found(Variations), are not
included in the Contract Price.

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 Contract Amendment for Al Diyar 6,000 TPD Clinker Cement Production Line & 50 MW CPP Project

6.1.2 The summary of the Contract Price and Breakdown Price shall be set forth in Clause Error:
Reference source not found (Contract Price and Terms of Payment) and Annex 2 (Contract
Price Breakdown).
6.1.3 The Contract Price is fixed in USD and any invoices are to be issued in USD.
6.1.4 All payments under this Contract shall be made to the Contractor's bank account in China,
unless otherwise agreed by both Parties.

6.2 Terms of Payment for Engineering Design and Technical Service

6.2.1 The total price of Engineering Design & Technical Service for both Clinker Cement Plant
Production Line and 50 MW Captive Power Plant is USD2,620,000.00.
6.2.2 100% of the total price of Engineering Design and Technical Service shall be paid by the
Owner to the Contractor via telegraphic transfer( T/T) to an account appointed by the
Contractor within fourteen (14) days from the date of signing this Contract Amendment against
the Contract’s Commercial Invoice.
6.3 Terms of Payment for Supervision Service during Civil Works
6.3.1 Sixty (60) days prior to dispatching the supervision engineers to site, the Parties shall jointly
decide the numbers supervision engineers and duration of Supervision Period required for
Civil Works, and the total price for Supervision Service shall be calculated and agreed by the
Parties accordingly.
6.3.2 80% of the total price of Supervision Service shall be paid by the Owner to the Contractor via
telegraphic transfer( T/T) to an account appointed by the Contractor Forty-five (45) days prior
to the date of dispatching against the Contract’s Commercial Invoice.
6.3.3 20% of the total price of Supervision Service shall be paid by the Owner to the Contractor via
telegraphic transfer( T/T) to an account appointed by the Contractor within fourteen (14) days
from the date of completion of Supervision Period agreed by the Parties previously against the
Contract’s Commercial Invoice.
6.3.4 In the case that the Supervision Period and/or the number of supervisor shall be adjusted
according to the actual situation during the execution of Civil Works by the Owner. The Parties
shall further agree on the total sum and terms of payment of Supervision Service.
6.4 Term of Payment for remaining Works (Equipment, Steel Structure & Materials Supply,
Transportation to Umm Qasar, Insurance, Erection Works, Commissioning & Training Service)
6.4.1 The total price of the remaining Work to be carried out by the Contractor for both Clinker
Cement Production Line and 50 MW Captive Power Plant is USD167,710,000.00.
6.4.2 Advance payment by T/T
The advance payment of thirty percent (30%) of the total price of the remaining Works shall be
paid via telegraphic transfer (T/T) to an account appointed by the Contractor within twenty-one
(21) days from the date of the Parties jointly agree on against the Advance Payment Bond and
the Contractor’s commercial invoice.
The repayment of the Advance Payment shall be made by means of a pro-rata deduction
calculated to achieve repayment of the Advance Payment in full prior to issue of the Provisional
Acceptance Certificate from the value of each approved invoice, until the Advance Payment has
been repaid in full.
6.4.3 Payment by Letter of Credit

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 Contract Amendment for Al Diyar 6,000 TPD Clinker Cement Production Line & 50 MW CPP Project

The Owner shall open an irrevocable, divisible letter of credit in an amount equal to seventy
percent (70%) of the total price of the remaining Works, in the Contractor’s favour (the “Letter of
Credit”) within 30 days from the date of effective of Advance Payment. The Letter of Credit shall
be issued from a first class international bank accepted by the Contractor.
70% (seventy percent) of the total price of the remaining Works shall be paid by the Letter of
Credit at sight in the following manner:
6.4.3.1 Interim Payments for Equipment and Materials, steel structure, freight & insurance
65% (Sixty-five percent) of the total price of the remaining Works for equipment and materials,
steel structure, freight & insurance shall be paid at sight against presentation of the following
documents:
(1) Signed commercial invoice in three originals and three copies.
(2) Complete set of clean bill of lading or airway bill
(3) Packing list in three originals and three copies.
(4) Full set of insurance certificate/policy for all risks and war risk for 110% CIF Invoice value.
6.4.3.2 Interim Payments for Erection works and technical service (including Commissioning and
Training Service)
65% (Sixty-five percent) of the Contract Price of Erection works shall be paid monthly at sight
against presentation of the following documents:
(1) Signed commercial invoice in three originals and three copies.
(2) Monthly work progress certificate issued and signed by both Parties.
6.4.3.3 Last Payment
Five percent (5%) of the Contract Price as Last Payment shall be paid at sight against
presentation of the following documents:
(1) Signed commercial invoice in three originals and three copies.
(2) Provisional Acceptance Certificate issued and signed by both Parties.

3. TIME FOR COMPLETION

The Time for completion specified in clause 17.2 of the Contract shall be replaced by the following
terms:
17.2.1 Time for Completion of Civil Engineering Design shall be 6 months from the date of receipt of the
payment of Engineering Design & Technical Service, however, the detailed soil investigation report shall
be available with the Contractor within 60 days from the date of payment of Engineering Design,
otherwise the completion of Civil Engineering Design shall be extended accordingly.
17.2.2 Time for Completion of Supervision Service shall be agreed by the Parties sixty (60) days prior to
the dispatching supervision engineers to site.
17.2.3 Time for Completion of remaining Works shall be agreed by the Parties later on.

4. OTHER ISSUES
3.1 The Minutes of Meeting agreed and signed dated on 09th Dec., 2023 and Contract Amendment 1 to
the Contract ( Amendment No. EPC-07-2023-CA01) shall become null and void from the date of signing
this amendment by both Parties.
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 Contract Amendment for Al Diyar 6,000 TPD Clinker Cement Production Line & 50 MW CPP Project

3.2 The remaining provisions stipulated in the Contract and its Annexes shall remain no change. Any
discrepancy between this Amendment and the Contract (including its Annexes), whichever it’s specified
in this Amendment or not, the provisions of this Amendment shall prevail.

3.3 The Owner shall carry out the preliminary and detailed soil investigation and provide the detailed soil
investigation report to the Contract within 60 days from the date of signing of this Amendment.

This Amendment to the Contract ( Contract No. EPC-07-2023) is made in 4 original copies and each
copy shall be with equal legal efficiency. And this amendment shall come into effect and force upon
signature by both Parties.

As witness the hands of the Parties or their duly authorized representatives:

Signed by or on behalf of the

Owner
Mr. Bakr Sedeeq Sidkl Chairmen
Name Title

Signature Date

Signed by or on behalf of the

Contractor
Mr. Li Ming President
Name Title

Signature Date

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