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MEMORANDUM OF UNDERSTANDING (MOU)








AGREEMENT OF COLLATERAL SECURITY





Between:


1. JS NEOPLANT CO. LTD(Hong Kong)





Whose registered address: Hong Kong: NT047 Bright Way,


Tower. No. 33 Mong Kok Road, Kowloon, {Hong Kong)


Mr.Chil Sik Kim /Managing Director


E-mail: jsneoplant@gmail.com, website:www.jsneoplant.com


Tel :0082-10--2191-6386


"The Project Loan Lender Company & EPC&F Contractor" hereinafter


referred to as "JSCL"





AND


2. LA MINIERE DU MANIEMA SARL.(MIMA),


Whose registered aduress:Av.Luhaka No..2,1 Rue ,Quartier Funa,


Kinshasa City,


Democratic Republic of Congo.


Hon.Koloso Sumaili Matembela/Gerant(Chairman)


Email:kosrnatl35@yahoo.fr


Telephone Number:+243 812 405 787 & +243 859 387 319


"The Project Loan Borrower is LA MINIERE DU MANIEMA SARL and


Project Developer" hereinafter referred to as "MIMA"





NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS FOLLOWS:





1.DESCRIPTION OF THE PROJECT:





l.l.The project consists of 36 Projects on


EPC&F(Engineering,Procuration,Construction & Finance). United





The Loan applied for is the sum USD15Billion(Fifteen Billion


States Dollars Only)


Xt/


in accordance with the Project Application Letter and approved by


JS NEOPLANT CO LTD Dated: 22nd July 2016.











a) Ministre des Ressources Hydrauliques et Electricite,Adresse:


Boulevard du 30 Juin immeuble REGIDESO,


15eme,Niveau, Kinshasa/Gombe,Democratic Republic of Congo.


b) Ministre de i'Arnenagernent du Terriioire, Urbanisme et


habitat. Address: 30,


Avenue Colonel Lukusa, Kinshasa/Gombe,Democratic Republic


of Congo.


c) Ministere Des Mine,Seme Niveau,immeuble


Gecamines,Boulevard 30 Juin,Kinshasa-Gombe,


Democratic Republic of Congo.


d) Ministere Des Transports et Voies de


Communication,Boulevard du 30 Juin,Kinshasa/Gombe,


Democratic Republic of Congo.





e) Ministere De Agriculture, Peche et Elevage,


Boulevard du 30 Juin, Kinshasa/Gombe,Democratic Republic of


Congo.


f) Ministere De Industrie,Avenue LUBEFU


n°4744,Kinshasa/Gombe


Democratic Republic of Congo.





g) Ministere De Enseignement Primaire, Secondaire et


Professionnei,


Croisement avenues des Cliniques et Batetela, Kinshasa/Gombe,


Democratic Republic of Congo.


h) Ministere Du Enseignement Superieur et Universitaire,10, av.


des Forces Armees,


(ex. Flaut Commandement) Kinshas-7'"'---u~





Democratic Republic of Congo.


i) Ministere De Sante Publique,3410, Boulevard du 30


Juin,Kinshasa/Gombe,


Democratic Republic of Congo.


j) Ministere Du Poste, Telephones et Telecommunications,4484,


av. de la Democratic (ex. des Huileries),Kinshasa/Gombe


Telephone : (+243)995000040 / 990903129


Email:


k) Ministere De Environnement, Conservation de la Nature et


Tourisme


15, av. Papa lleo (ex. des Cliniques)


Kinshasa/'Gombe


Telephone : (+243)817005004


l) Ministere De Finances


Bid du 30 Juin, Kinshasa/Gombe


Telephone: (+243)818889990


Email: minfinrdc@micronet.cd


Site web :





m) Ministere De Information, Communication et Media


Av. TABU LEY nO 83


Commune de la Gombe





Email: mincornedia.rdc@gmail.com


© Project Developer:


Hon.Koloso Sumaili


Matembela/Gerant(Chairman). Hon.Koloso Sumaili


© Collateral Guarantor:


Matembeia/Gerant(Chairman),


LA MINIERE DU MANIEMA SARL.(MIMA),


Av.Lu’naka No..2,1 Rue ,Quartier Funa,


Kinshasa City,


Democratic Republic of Congo.


Email:kosmatl35@yahoo.fr


Telephone Nurnber;+243 812 405 787 &


+243 859 38/319


Project Location in detail: The Project Integre Punia-Lubutu is situated in the


Province of Maniema.


Maniema is one of 26 provinces of the Democratic Republic of the


Congo. Its capital is Kindu.


Province du Maniema is a first-order administrative division and is located in


Maniema, Democratic Republic of the Congo with a population of 3Million+


habitants. The estimate terrain elevation above sea ievel is 496 metres. Variant


forms of spelling for Province du Maniema or in other languages: Sous-Region


du Maniema, Maniema, Province du Maniema


Maniema borders the provinces of Kasai-Oriental to the west,Tshopo to the


north, North Kivu and South Kivu to the east, and Tanganyika and Lomami to


the south.


Mining is the main industry in the province and the following are


mined:, copper, gold,Diamonds,Precious


sto nes,coba it,Cassiterite, Wolframite,etc


Latitude: -2°55’0.01"


Longitude: 25°55'0.01"





Project of Projet Integre Punia-Lubutu will be undertaken in 4 Territories of the


Province of Maniema and mainly:





Punia Territory,


Luuutu Territory,


Kailo Territory,


&





Kibombo Territory.


The other part of the Project will be undertaken in the South Kivu Province


where a Port will be build in the Lake Tanganyika.


The other part of the Project will be to build an Housing Estate Estate in


Kinshasa Province and specifically in Menkao.





Other parts of the Projects will be to build Infrastructure to link the 4


Territories and linking the Province to neighboring Provinces by road, Riven/


Transport, Dredging of the Rivers,Air ports,Airstrips,etc £1


(T) Total Investment :USD 15 Billion.





(2) Expected Construction Schedule year: 2017 to 2020


(3) Kind of Collateral Security: 7 Gold Mining Concessions.Mine


Concessions Numbers:


1. No.5320 has 460 Carres or 39097.7


Hectares.


2. No:5321 has 349 Carre or


29663.225Hectares.


3. No.5323 has 460 Carre or 39097.7


Hectares.


4. No.46/0 has 400 Carre or 33998


Hectares.


5. No.4673 has 249 Carre or 21163.755


Hectares.


6. No.4671 has 256 Carre or 21758.72.


Hectares.


7. No.5322 has 414 Carre or 35187.93


Hectares.


2. LOAN INTEREST RATE:


2.1 The parties to this Agreement agree that the interest rate for the


aforementioned loan is agreed at LlBQR+3.5% + with Spread + CPI


indexation* Taxes Holiday for 10 years + Minimum Revenue


Guarantee.


2.2 The interest rate above is applied to the loan principle at


completion date of the Projet integre Punia-Lubutu


after the 3 Years Moratorium. Project Financing Terms for 13


Years. Maximum. Project Financing Moratorium for 3 years.


Reimbursement Schedule for 10 years


2.3 The interest Rate for event of defaults, arrears and overdue


repayments shall be applied for the rate of IMF of the World Bank


Group at that time and shall be applied by the Lender.


3. TERM OF THE LOAN PROGRAM:





3.1 The Loan is signed for 13 years maximum, from the date of


commencement to build the aforesaid project on the basis of the


EPC&F Contract between the Lender and Borrower.(Grace day


within 3 years (three years) Maximum + Loan Reimbursement!


Schedule within 10 years (ten years Maximum)


3.1.1. Project Financing Program





3.4.1. Project Loan Sum of USD 15 Billion (Fifteen Billion United States


Dollars Only)


3.4.2. Project Loan Period for 13 years


3.4.3. Project Loan Grace Day for 3 years


3.4.4. Project Loan Reimbursement for 10 Years


3.4.5. Interest Rate for LIBOR+ 3.5% with Spread + CPI lndexation++


Taxes Holiday for 10 years + Minimum Revenue Guarantee.


4. GRACE PERIOD FOR PROJECT LOAN PROGRAM:


4.1 The Project Loan Borrower and the Project Loan Lender agree that


the Grace period within 3 years (three years) maximum during


construction period only. Therefore, the repayment period of the


loan principal at interest is set for 10 (Ten) years maximum.


4.2. All disbursement for All Project Loan Sum shall be legally monitored


by Accountant of SPV of JSCL


4.3 If the Construction tenure shall be shortened than contracted,


Grace Day shall be construed to end the day the construction of


the entire project is fully completed. If it shall be extended than


contracted, Penalty interest rate is subject to be applied for the


penalty rate of IMF of the World Bank Group.


4.4. After Completing the Construction, the Lender will operate the


Facilities for the period of 30 Years(Thirty Years) Renewable. In this


arrangement the Operator of the built Facilities and who is JS


NEOPLANT CO. LTD(Hong Kong) "JSCL" will receive 70% of Shares


from LA MINIERE DU MANIEMA SARL.(MIMA).


LA MINIERE DU MANIEMA SARL(MIMA) will retain 30% of thn


Shares.


 5. FINANCING AND REIMBURSEMENT SCHEDULE











5.1 LA MINIERE DU MANIEMA SARL.(MIMA), which has provided its 7 Gold


Mining Concessions.





Mine Concessions Numbers:





1. No.5320 has 460 Carres or 39097.7


Hectares.


2. No:5321 has 349 Carre or


29663.225Hectares.


3. No.5323 has 460 Carre or 39097.7


Hectares.


4. No.4670 has 400 Carre or 33998 Hectares.


5. No.4673 has 249 Carre or 21163.755


Hectares.


6. No.4671 has 256 Carre or 21758.72.





Hectares.


7. No.5322 has 414 Carre or 35187.93





Hectares.





and which Tons of Reserve of 70+Tons of Gold and which translates to or a


Face Value of USD 97 Billion*. Concession has Diamonds,





Cobalt,Woframite,Coltan,Precious Metals Platine, etc,





6. PROJECT GUARANTOR








6.1 The Project Guarantor: Hon.Koloso Sumaili


Matembela/Gerant(Chairman),





LA MINIERE DU MANIEMA SARL.(MIMA),


Av.Luhaka No..2,1 Rue ,Quartier Funa, Kinshasa


City,


Democratic Republic of Congo.


Email:kosmatl35@yahoo.fr


Telephone Nurnber:+243 812 405 787 p OEQ





387 319


The company has given as Collateral Security 7 Gold Mining Concessions


Numbers:





1. No.5320 has 460 Carres or 39097.7


Hectares.


2. No:5321 has 349 Carre or


29663.225Hectares.


3. No.5323 has 460 Carre or 39097.7


Hectares.


4. No.4670 has 400 Carre or 33998 Hectares.


5. No.4673 has 249 Carre or 21163.7S5


Hectares.


6. No.4671 has 256 Carre or 21758.72.


Hectares.


7. No.5322 has 414 Carre or 35187.93


Hectares.


Ail the 7 Mining Concessions have Tons of Reserve of 70+Tons of Gold and


which translates to or a Face Value of USD 97 Billion+. The Concession have


also Diamonds, Cobalt,Woframite,Coitan,Precious Metals Platine, etc.


7. ORIGIN OF MATERIALS AND ENGINEERING:


7.1 Both parties accept that during construction, all materials and


engineering used will be compliant with Democratic Republic of


Congo building regulations and Revision and follow safety and


efficiency rules laid out by Democratic Republic of Congo


government.


7.2 All prequalification dossiers for each Sub-Contractor and Vendor


must be compliant with the Law of the


Democratic Republic of Congo


8. INSURANCE FOR PROJECT AND PROJECT LOAN PROGRAM





8.1 The Project Loan Lender JSCL shall appoint the insurer or insurance


groups for the Project.





8.2. All Kinds of Insurance shall be covered up to 110% of Total


Investment Currency in USD by Total Investment


Through MIMA at the beneficiary of Project Loan Provider or Lender.,


9. ALL PRELIMIANRY COSTS AND EXPENDITURE:





9.1 Due Diligence costs and expenditure: All due diligence costs,


Engineering & Technology Team, Projects Financing Team, Air


Travel Tickets, Hotel Accommodation, Meals, Local Travelling


Transportation, Security Guards, Guides, Interpreters, shall be fully


accounted in the course of due diligence of project Developer, off¬


site project ,negotiating all MOU---Contract by LA MINiERE DU


MANIEMA SARL.(MIMA).


9.2. All Initial Expenditure and Initial Cost of Business may be able to be





accounted into Total Project Loan Sum in case


That all preliminary costs and expenditure is legally disbursed according





to international normal accounting


Rules and customary practices for project financing Program.





9.3 All Scope of Project Costs and Expenditure shall be confirmed in


the Project Loan Contract between Project Loan Lender and


Borrower for the Project Projet Integre Punia-Lubutu.


10. DUE DILIGENCE EACH PROJECT.





10.1. All Due Diligence Cost and Expense should be legally the account of


Borrower as hereunder:


(T) Official Invitation Letter inclusive of Local Security and


Transportation


@ Meeting Agenda Draft in details


(3) Entry Visa Fee in Airport.


(5) Double Air Ticket in Business Class.


(5) Prepaid Voucher for 5 Star Hotel Accommodations and Meal.


©Medical Treatment Conformation for vaccine shot or Anti Malaria


Tablet before or during due diligence.


@ Interpreter in Local


©Other Fee and Charge.


10.2 Engineering and Technical Due Diligence


©Surveying Engineers on off-site each project


@ Prospecting Engineers on off-site each project


© Exploring Engineers on off-site each project


©Chinese Engineering Fee USD150----USD200 per day for Due


Diligence each day, but Local Engineers or Engineer from Any


third countries shall be negotiable among parties.


©All Terms and Conditions, Schedule, Location each project shall


be confirmed among par ties


©Engineering Consulting Charge for Environmental Impact


Assessment (EiA), Technology Feasibility Study and Economic


Efficiency Analysis Report shall be negotiated among project


developer or Government Authority and Engineering Consultants


each project.


©All Applicable Standard for Project Shall be negotiable among


parties in principal.





10.3 Financier Due Diligence


©Project Developer has already legally established Collateral





security in favour of Project /Financing Contractor for this


project on EPC&F, Project Financier evaluates it within 60days.


© Due Diligence Costs and Expense should be accounted by Project


Developer according to international Customary Practices and


Conventional Business Procedure.


©All Terms and Conditions, Schedule, Location each project shall


be confirmed among parties


11. LEGAL ATTORNEY REPRESENTATION OR ATTORNEY LAW FIRM:








11.1 The Project Developer,M/S LA MINIERE DU MANIEMA SARL.(MIMA) has


appointed and retained,


Maitre Assani Kimwanga Bin Ibrahim Akim of Juriscab Assam' and


Partners,





Sendwe blvd, Imm. Mirland, Kinshasa-Kalamu,Kinshasa City,Democratic


Republic of Congo as its associated Attorney


with effect from 22nd July 2016.





Legal Representation: Name: Maitre Assani Kimwanga Bin Ibrahim Akirm


4


 Name of Law Firm: Juriscab Assani and Partners.





Address: Sendwe bivd, imm. Miriand, Kinshasa-


Kalamu





Email :cabmaitteassani@yahoo.fr


Telephone : +243 999 993 964 &





+243 817 102 237.





11.3 Lawyer Contract between Law Firm and Project Developer has already


been signed and stamped and submitted to JSCL.


11.4. All Consulting Contract among parties shall be legally validated on the


pre- conditions that Project


Developer or Government Authority legally establish collateral security


and Project Financial Facility


On EPC&F, BOT, PPP, BOOT, BOO Base each project.


11.5. Law Firm Fee and Charge shall be paid in term of Local Lawyer Law or


National Attorney Tariff.


11.5. Attorney Lawyer cannot work as Project Facilitator or Project Financing


Facilitator according to Local Attorney Law,


Rule and regulation.


12. CPA CONSULTANT AND AUDITORS


12.1.Mr. Sylvain BERNASCONI,


Audit Director,


KPMG Congo DRC


7th Floor, BCDC Building


Boulevard du 30 Juin,


B.P.7226, Kinshasa 1,


Democratic Republic of Congo.


Office Telephones 243 990 010 020


+243 990 010 021


12.3. Fees shall be paid in line with United Kingdom's Institute of Chartered


Accountants Fee Rates.


13. PROJECT FINANCING FACILITATORS.








13.1. Project Financing Consultant:Osman Said Ramadhani Kisiri,


Room No.312,3rd Floor,Jubilee Exchange





Building,Mama Ngina Street,


P.O.Box 76239,Nairobi,Kenya.


Telephone: 00243 813 597 490 & 00243


990 565 003


Email:osrnan777k(®grndil.com





LOCAL PARTNERS :


l.Narne :Mr.Mukwamba Nyangilolo Jean Louis.


Profession :Self Employed.


Address :Avenue Boiornbo ,No .100,Commune De


Kinshasa,


Kinshasa City,Democratic Republic of Congo.


Telephone:+243 999 932 053


E m a i I: j e a n I o u i s rn u k w a m b a (5) g rn a i i. co rn





2. Name :Mr.Bonnet Kasongo Olango.


Profession :5eif Employed.


Address :Avenue Wombe ,No .6,Brikin,


Kinshasa City,Democratic Republic of Congo.


Telephone:+243 817 267 022


Ernaihbkola ngo @gma iI .corn





3. Name :Mr. Kasongo Ngoy Paul


Prof ession :Se if E rn ploy ed,


Address : DGC, Kinshasa City,Democratic Republic of


Congo.


Telephone: +243 813 126 784


Email: pauikasongo.mali@gmaii.corn





4.Name :Mr. SPRENTELS MUSIANI ALBERT


ProfessiomSelf Employed


Address :Pompage , Kinshasa City,Democratic Republic


of Congo.


Telephone:+243 819 239350


Email: albertsprentels@gmail.com


13.2. Fee and Charge as per Facilitating Fee Contract between All Facilitators


and Project Developer and/or Project


Loan Borrower M/S LA MINIERE DU MANIEMA SARL.(MIMA)


The Facilitating Contract was submitted to JS NEOPLANT CO.LTD Late


Juiy2U16.


14. ENGINEERING & TECHNICAL CONSULTANTS


14.1. Engineering Consultant: Eng.Lufudu Olenga Georges,


Standard Engineering Sari,


Av.Ruzibazi,No. 18B,Commune Lemba,Kinshasa


City,


Democratic Republic of Congo.


Telephone:+2|43 997 741 974


+243 815 047 374


+243 898 968 156


+243 850 060 392


E rna i I: I uf ud u2001@ ya hoo. f r


14.2. Technical Supervisor:Eng.Jerome Mulamba Mukando,


E.C.B Sari,


Av.Baboro,No.lB Bis/C Yolo Sud,Kalamu,


Kinshasa City,


Democratic Republic of Congo.


Tel :+243 897 848 421


Email: muiarnbajerome@yahoo.fr








14.3. Superintendence: Eng.Shabani Musinga Juba Kitabu,


afuia,








v


Kinshasa City,Democratic Republic of Congo.


Tel:+243 815 990 148


+243 859 606 800


Email:musinga_shabani@yahoo.fr


14.4. General Worker: Etale Kisanga Babho Richard,


A v. Lwe m be, N o: 8, Q/3Z,


Kindu City,Maniema Province.


Democratic Republic Of Congo.


Tel:+243 817 354 258


Email :etalerichard@gmail. com


14.5. Sub-Contractor


14.5.1. Local Sub-Contractor: Eng.Olenga-Shulungu Booker,


Chef De Division/Reserve Strategique Gene,


Directeur De Production/Standard Engineering,


Lemba/Kinshasa City,


Democratic Republic of Congo.


Teiephone:+243 815 991 339 &


+243 900 332 463


Email:oslobravo44@gmail.com








j4.5 . Foreign Sub-Contractor:





„ a Vendors


*4 6.1- Loca* Vendor : Mr.Muiamba Lumanga manga Augustin,


Av.Lualaba,No.5,Punia,Q/Mangobo,Punia.


Tel:+243 810 551183


+243 840 630 903


Email:mulamba757@gmail.com


14.5.2. Foreign Vendor:





14.7 Project Standard in detail: All materials and engineering used will be


compliant with Democratic Republic of Congo


building regulations and Revision and follow safety and efficiency rules


laid out by


Democratic Republic of Congo government for Project Projet Integre Punia-


Lubutu.


IS. INSURANCE COMPANY


15.1. Mr.Henry E.Braun,


President/Director General,


B.U.O SA/Lisungi SA.


immeuble B.U.O,


Avenue Wagenia,4847,


Gombe,Kinshasa,


Democratic Republic of Congo.


Tei:+243 820 300 623


+243 994 665 133


Email:heb(3> buo-rdc.com


Website:www.buo-rdc.com


15.2. Business Scope.


The above Insurance Company will offer Construction and Risk Policy and


which covers: Insurance cover for


Public Liability, Professional Indemnity, Employers Liability and other


Liability and Asset.


The Company will also offer the Political Risk and Investment Insurance.


The Company will also offer Workman's Compensation an -


insurance.


Plus any other insurance.


16. PROJECT FACILITATORS





16.1 All Facilitating Fees will be paid to the Account of each Individual.


16.2 Any Facilitating Fee or remuneration in favour of Facilitators shall be


legally disbursed from Total Project Loan Sum.


16.3 Facilitating Fee Contract between All Facilitators and Project Developer


and/or Project Loan Borrower


M/S LA MINIERE DU MANIEMA SARL.(MIMA), has already been legally


submitted to JSCL,


Before Project Loan Contract between lender and borrower has


commenced to negotiate all


Terms and conditions for this project.


16.3. All Fee or Charge Contract between M/S LA MINIERE DU MANIEMA


SARL.(MIMA)


and Attorney-At-Law,Facilitator,Each Engineering, Technology,


Supervisors, Superintendence, others, CrPA,


Taxes Consulting and Other Consulting Contract and other preliminary


cost & Expenditure accounting


Book-keeping of Balance Sheet& P&L Sheet among the parties should be


legally submitted to JSCL


Before Project Loan Contract between lender and borrower is


commenced to negotiate ail terms and


Conditions for this project.


16.4. In case that Aff preliminary cost and expenditure for this project should be


legally recorded into A/C .No. For Initial Expenses & Initial Cost of


Business for Financial Statements


in accordance with international accounting principal.





16.5. Some Preliminary cost and expenditure shall be excluded from Total


Project Financing Sum if Accounting


Auditor or Local Law will not be agreed or accepted or it


disbursed or caused excessive


expenditure to thernselves.=


)


17. ACCOUNTING AND AUDITS METHODS:


19.1 The parties in this agreement shall accept the International Accounting


Standards and Audits as hereunder.


©Project Loan Program up to 100% against suitable Collateral


Security


© Standard for International Accounting Standard.


© International Financial Reporting Standard.


©Accounting for Building & Construction with Indexation.


©All Risk Insurance for this project.


18. RISK ASSESSMENT





18.1.Country Risk Assessment between Commercial Risk and Non-commercial


Risk:


Project Financing Application may be dismissed, dropped, rejected,


withdrawn or cancelled in the course of


Surveying, prospecting, assessing, appraising of all factors although All


application Dossier of Project Loan Program


Is perfectly submitted in case that the Analysis Report for Country Risk,


project Economic Efficiency and


Guideline for Foreign Project Loan Lender proves to be unacceptable


because of non-compliance with


Terms and Conditions of Project Loan Program as hereunder.


® Political Risk Factors


© Economic Risk Factors


® International Credit Worthiness


© Foreign Debt Reimbursing Ability and Intent


©Government Policy and National Codes Risks.


© Religion & Culture Risk Factors


© Force Majeure Risk Factor.





18.2.During Assess and appraise of Risk of this project, any risk can cause to be


nullified for MOU---Project


Contract-Project Financing Contract or/and Project Loan Contract without


any written notification.














i


18.3. Country Risk Assessment between Commercial Risks and Non¬


commercial Risk on EPC&F, BQT or


PPP Base on conditionality:


It may be dismissed ,dropped, rejected or cancelled in the course of


surveying, prospecting, assessing,


Appraising of all factors although All application Dossier of Project Loan


Program is perfectly submitted in case


that the Analysis Report for Country Risk, Project Economic Efficiency and


Guideline for Foreign Project Loan


Lender cannot be compliance with Terms and Conditions of Project Loan


Program on EPC&F ,PPP or


BOT Base on conditionality as hereunder.


(T) Financial - Delay on the loan release, delay on warranties presentation,


interest rates fluctuation, availability of credit lines.


(2) Operational - From disruption to supplies and operations (construction


company bankruptcy), failures in equipment delivery, conditions of the


main access to the land of the project;


(3) Human - Construction's manpower shortage due illness, death or


accident;


(4) Procedural - Failures of accountability, delay on licenses obtainment,


failure internal systems and controls (project management),


organization, fraud, import procedures etc.


(5) Project - Risks of cost over-runs, jobs taking too long, insufficient


product or service quality (service providers), expiration of licenses;


©Technical - Insufficient product or service quality (service providers);


advances in technology (obsolete systems etc.); technical failure, start¬


ups testing problems; hidden defects; incorrect procedures or materials


used due the construction or the towers assembly and connection to


the grid;


(7) Natural - Threats from weather (delay on construction), natural disaster


(reconstruction), accident (project delay), disease (shortage on


manpower), etc.


©Political - From changes in tax regimes, public opinion, government


policy, foreign influence, exchange rates, etc.


 19. JURISDICTION





19.1. All disputes arising between the parties related to this project shall be


governed by Hong Kong Law only.


The parties may seek the arbitration of the International Chamber of


Commerce of Paris under Revisions 400/500/600.


20. INDEMNITY FOR FAILURE TO PERFORM:


20.1 In consideration of the expenses already engaged by the Project


Developer to gather any information compiled


in the dossier:


Travels, hotels, public relations, government licences etc., before any


suitable collateral is legally received by JSCL


or Any Loan Provider, though there is further delay of this project


without justification by any of the parties,


No patty has a right to pave a way for legally seeking compensation.


20.2 Before Project Loan Lender or Project Financier confirm or/and accept of


suitable collateral Security or/and


Financial Facility in term of Project Contract on


TEUK,£PC,EPC&F,PPP,BOT,BOOT,BLT,BET Contract Basis


Among parties, project promoter or /and project Developer or /and


Project Loan Borrower/Project Loan Guarantor


Has no any right to make request any indemnification or/and indemnity


for failure to execute Project Contract


Or Project Loan Contract or Project Financing Contract from project Loan


Lender or Project Loan Provider


Or Creditor or any their representative.


20.3 While or/and After, Albeit Project Contractor or/and Project Financier or


/and Project Loan Lender


Conformed to accept of Collateral Security, In case that there is or/and


any flaw or/and a disqualified


Terms and conditions or/and Verbiage of Collateral Security and Project


Developer or Project Guarantor


Should make revision or/and supplementation in no time at all.jyC


Otherwise, project Financier has legal right to cancel to provide project


financing program.


20.4. While or/and After Project Financier is on the way to normally tranches to


deposit " Financing Program "into


SPV of JSC, If there is any flaw or/and a disqualified terms and conditions


or/and verbiage for collateral Security


discovered by Project Financier or his representative or Attorney Law


Firm or any third parties, Project Developer


or Project Promoter or Project Guarantor should make revision or/and


supplementation in no time at all.


20.4.1. Otherwise, No Party has any lawful obligation or responsibility to legally


indemnify for any other party that


Losses incurred or/and will cause.


20.4.2. Project Financier has legal right to cancel or withdraw "Project Contract


or Project Financing Contract


20.5 Letter of Intent, MOU, Collateral Agreement, Financial Facility Protocol,


Project Contract and


Project Financing Contract among parties can be invalidated or null and


void if the parties do not


Execute same on scheduled time or /and Project Developer or Project


Promoter or Project Guarantor


Should make revision or/and supplementation in no time at all.


20.5.1. All Losses incurred or/and will be caused shall be legally accounted of


Project Developer or/and Project Guarantor.


21.GENERAL TERMS AND CONDITION:


21.1 For the purpose of this agreement or contract, words of masculine


include the feminine and neuter and


Words of the singular include the plural and where more than one


person is included in the term "Lender" or


"Borrower" the obligations of such person shall be joii


21.2 Communication and all negotiations between the parties must be made


in English language only.





21.3 Notwithstanding the performance of this contract, we hereby agree all


terms and conditions of this MOU shall


Remain in full force and effect in so far as they have not been fully


implemented or related to matters which


Follow after the performance.


22.SPECIAL PROPOSAL VEHICLE OF PROJECT CONTRACTOR AND FINANCIER.


22.1. Special Proposal Vehicle of Project Contractor


22.2. Special Proposal Vehicle(SPV) of Project Financier


22.2.1. SPV of Project Financier should be legally registered by Project Loan


Borrower or


or his lawyer in the name of Project Loan /Financing Provider in


London,UK or HK or Singapore.


22.2.2. All Costs and Expense shall be legally disbursed from Total Investment


Sum from Project Loan Borrower


or Project Developer or His lawyer.


22.2.3. All Project Loan Sum or Project Financing Sum should be legally


deposited into A/C No. of SPV in tranches up to


100% by Project Financier and Project Loan Lender Those Loan


Contract is confirmed among parties.


22.2.4. Project Loan Amount shall be gradually deposited in principal within


Grace Day or Construction each


Project and All Double Booking shall' be lawfully recorded for Income


and Disbursement by


MIMA Accounting Manager and JSC Accounting Manager of each


other respectively.


22.2.5. Disbursement for Project Loan Sum shall be legally executed into Sub¬


contractors, Vendors and


Other Fee and Charge in term of consulting Contract with VAT Bills


among parties in case that DAPI


Account Manager officially apply for SPV of JSC to Settle Bills for Fr~


Charge, Normal Settlement,


Commission and Others in advance.








v


22.2.6. In Principal, if MIMA Accounting Manager legally submits us all


disbursement applications inclusive of


Superintendence Report and VAT Bill according to Loan deposit


schedule before 60days in advance, SPV


of JSC Accounting Manager will legally disburse into each parties not


through MIMA Account No.


23.SPECIAL CONDITIONS:


23.1 This MOU will be nullified hereto from the date that any party knowingly,


intentionally, incidentally or


Accidentally modifies, revises, fakes, forfeits, amends any word, clause,


provision without consent in


Writing between parties in this MOU.


23.2 This MOU shall be nullified in the case that the party signing and


stamping the MOU has no authority to do so.


23.3 Any fraud activity or/and attempts may be able to commit crimes


THROUGH US to:


INTERPOL, FBI, CIA, IC3, US Treasury Dept., Fin CEN, SEC, Federal Reserve,


ICC Commercial Crime Services,


RCMP, New Scotland Yard, City of London Fraud Squad, Nigeria's EFCC &


ICPC, Crime Stoppers International


as weii as any Law Enforcement Agency in your area.


23.4. Total Fee & Charge for Attorney Lawyer, CPA Consultant, Engineering


Consultant, Project Facilitator, Project


Financing Facilitator and Preliminary Cost and Expense should be


accounted up to 1.0% of Total Investment


each project.


23.4.1. In case that All Fee & Charge is exceeded of one(l %) percentage of


total financing program or project loan


Sum each project, the project financing program or project loan


program may be able to call off of itself


in no time at aii.


23.4.2. In special case, Project Promoter or Project Developer may be able toy /


make request to increase or decrease all


Fee and Charge according to international normal practice and biz rules among


parties.





In WITNESS whereof, the parties hereto have executed this (M.O.U)


Memorandum of Understanding as a Contract/ Agreement this


day......,d£.........th......Q.f3....... 2016.




















READ, AGREED AND ACCEPTED BY PARTIES:





1.


























Dr Chil Sik K m/ iplD/ Director








2. M/S LA MiNIERE DU MANfEMA SARL(MIMA)








By its Gerant(Chairman):














Hon.Koloso Surnaiii Matembela/Gerant(Chairman)




















3.Witnessed by Maitre Assani Kimwanga Bin Ibrahim Akim








Attorney-at-law