SBLC FOR PROJECTS FINANCING

COOPERATIVE AGREEMENT
Agreement No. :
Transaction code :
Date: x th October, 2015

Party A (hereinafter referred to as "Issuing Party" or "Provider") in Appendix A:

Company Registered Address:

Authorized Representative:
Passport Number:
Nationality:

Party B (hereinafter referred to as “Funder”or “Beneficiary”) in Appendix B:

UBS LT Capital Limited
Company Registered Address:
15 C, Alliance Business Center, 28-3 Queen S Road Central，Hong Kong
Authorized Representative: Mr. Li Guo Tai
Passport Number: G35644842
Nationality: P. R. China

WHEREAS Party A warrants with full corporate and legal responsibility under penalty of
perjury that Party A has the financial capability and experience to issue SBLC.

WHEREAS Party B warrants with full corporate and legal responsibility under penalty of
perjury that Party B has financial capability and experience to provide funding facility.

AND WHEREAS Party A is willing to issue SBLC to support Indonesia affordable housing
project owned by PT. Arlita Jaya Graphisindo with registered address in Jl. Manyar Permai
Blok U2 No. 1 A, PIK, Jakarta Utara, Indonesia. Party B is willing to provide funding for the
Project contractor PT. Teguhmakmur Abadi with registered address in Jl. Musi 5 Jakarta
Pusat, Indonesia. NOW THEREFORE, for and in consideration of the mutual promises,
assertions and covenants herein and for other valuable consideration the parties hereby
acknowledge and agree under the following terms and conditions and closing procedure.

Party A initial: PAGE1 OF 17 Party B initial:

1. INSTRUMENT DESCRIPTION:
Instrument: --------------------- Standby Letter of Credit (SBLC)
Format: ------------------------- ICC UCP 500 or 600 format as per Appendix H verbiage
Type: ---------------------------- Operative, Irrevocable, Transferable, Assignable, Confirmed
Term: ---------------------------- One (1) year and one (1) day
Issuing Bank: ------------------- Standard Chartered Bank, London, UK
SBLC collateral ISIN No./CUSIP No.:
Funding Rate: -----------------Eighty percent ( 80%) including the following 5% consultancy fees
Funding Interest Rate: ------Three point five percent (3.5%) must be deducted and prepaid
from the abovementioned figure.
Consultancy Fees: -----------Five percent (5 %) of SBLC's face value.
Maturity Date Repayment Rate: Party A's issuing bank repays unconditional and confirms for
cash payment of full SBLC face value.
Currency: ----------------------- EUR Dollars (EUR)
Agreement Amount: --------- Two (2) Billion EUR Dollars (EUR2, 000,000,000.00) with rolls
and
extensions.
First tranche SBLC Face Value: ------- EUR1B (EUR1, 000,000,000.00)
Subsequent Tranches SBLC: as per proposed SBLC tranche schedule in Appendix E.
Delivery: ------------------------------ SWIFT MT-760 to Party B's bank, Hard copy to be delivered
by bank bonded courier after two instalment payment.
Mode of Funds Transfer ----------- Wire transfer 15% percent of SBLC face value after SWIFT
MT760 verification and authentication within five (5) banking
days. The remaining 65% percent of SBLC face value will be
wire Transfer within ten (10) banking days after first payment.
SBLC Beneficiary: --------------------- NVC Fund Holding Limited/UBS LT Capital Limited

2. TRANSACTION PROCEDURE:
2.1. After confirmation of the financing cooperative Agreement by both Parties, Party A
accepts and duly signs this Agreement; making it a binding Agreement with Provider's
banking coordinates and authorized signatory's passport copy, certificate of
incorporation returns to Party B, the funder. This Agreement automatically becomes a
full commercial recourse Agreement to initiate the transaction. Both parties shall lodge
the executed Agreement with their respective banks.

Party A initial: PAGE2 OF 17 Party B initial:

2.2. Within mutually agreed time after this Agreement duly signed by both Parties, then Party
A bank issues SWIFT MT799 Pre-advice as per Appendix F to Party B bank.

2.3. After receipt of the issuing bank's MT799, party B' Bank should verify and reply within
three (3) banking days via MT799 RWA as per Appendix G to party A's bank to confirm
its readiness to receive and fund .

2.4. Party A shall cause its bank to send the One Billion EUR Dollars SBLC to Party B's Bank
via SWIFT MT760 as per Appendix H on a bank to bank basis and email the scanned
courtesy copy to Party B's email address [email protected].

2.5. Within five (5) banking days after receipt, authentication and verification of the MT-760
SBLC, Party B's bank shall remit 15% percent of SBLC face value including 5%
consultancy fees via wire transfer to both parties designated bank accounts. The
remaining 61.5% (has been deducted annual interest 3.5%) of SBLC face value will be
wire transfer within ten (10) banking days after first payment.

2.6. SBLC hard copy will be delivered by bank bonded courier after two aforementioned
instalment payment.

2.7. Should Party B's funding bank default to remit the cash to the Party A as agreed on this
Agreement within allowed number of days upon confirmation of SWIFT MT-760, Party A
shall instruct the issuing bank to put a claim on the SBLC thereby forcing the Party B's
bankers to return the SBLC SWIFT MT-760 to the issuing Bank.

2.8. Party A should repay eighty percent (80%) fifteen (15) banking days before maturity date;
otherwise, Party B's receiving bank will make a claim on the SBLC for settlement on
maturity date. Party A should warrant the collateral of the said SBLC is clean and
cleared, free of any encumbrance, of non-criminal origin, and is irrevocable, transferable,
unconditional and confirmed for cash payment of full face value at maturity by issuing
bank.

2.9. Party B should return twenty percent (20%) cash of SBLC face value to Party A
designated bank accounts after SBLC fully settlement by the issuing bank after maturity
date.

2.10. The responsibility of maturity date bank settlement has nothing to do with any
Intermediaries and/or consultants.

Party A initial: PAGE3 OF 17 Party B initial:

2.11.Both parties confirm that each is fully empowered, legally qualified and duly authorized to
execute and deliver this document and to be bound by its terms and conditions.

2.12.Any unauthorized calls by any party or its representative lawyers to probes or

communication of the other party's bank(s) are prohibited without expressed written
permission.

3. BANKING DETAILS AND INFORMATION :

3.1. PARTY B'S BANKING CO-ORDINATES TO RECEIVE MT760 SBLC
Bank name
Bank address
Account name
Account number
SWIFT code
Bank officer name
Bank officer email
Bank Tel No.
Bank Fax No.

3.2. PARTY A'S BANKING CO-ORDINATES TO ISSUE MT760 SBLC

Bank name
Bank address
Account name
Account number
SWIFT code
Bank officer name
Bank officer email
Bank Tel No.
Bank Fax No.

3.3. PARTY A'S PROJECT OWNER BANKING CO-ORDINATES TO RECEIVE

71.5% WIRE TRANSFER OF SBLC FACE VALUE.
(80% funding rate - 5% consultancy fee - 3.5% annual interest = 71.5% wire transfer)
Bank name
Bank address

Party A initial: PAGE4 OF 17 Party B initial:

SWIFT code
Account name PT. Arlita Jaya Graphisindo
Account number
Account signatory
Bank officer name
Bank officer email
Bank Tel No.
Bank Fax No.

3.4. PARTY A'S BANKING CO-ORDINATES TO RECEIVE 2 % OF 5% CONSULTANCY FEE

of SBLC FACE VALUE
Bank name
Bank address
SWIFT code
Account name
Account number
Account signatory
Bank officer name
Bank officer email
Bank Tel No.
Bank Fax No.

3.5. PARTY A'S BANKING CO-ORDINATES TO RECEIVE 3 % OF 5% CONSULTANCY FEE

of SBLC FACE VALUE
Bank name
Bank address
SWIFT code
Account name
Account number
Account signatory
Bank officer name
Bank officer email
Bank Tel No.
Bank Fax No.

Party A initial: PAGE5 OF 17 Party B initial:

3.6. PARTY A'S BANKING CO-ORDINATES TO RECEIVE 20 % OF SBLC FACE VALUE ON
MATURITY DATE SBLC SETTLEMENT
Bank name
Bank address
SWIFT code
Account name
Account number
Account signatory
Bank officer name
Bank officer email
Bank Tel No.
Bank Fax No.

4. SPECIAL CONDITIONS:
4.1. Multiple banks and accounts may be used by Party A and Party B to facilitate execution
of the Agreement. Party A and Party B may change or add transaction banks by
providing written notice within eight banking hours to each other. Both Parties, as well,
shall be responsible for their own institutional costs, and accept liability for taxes,
imposts, levies or charges that may be applicable in the execution of this transaction.

4.2. Generally recognized international standards concerning the payment of fees and
commissions, as well as non-circumvention and non-disclosure rules of the ICC shall
apply for a period of five (5) years.

4.3. Facsimile, E-fax or e-mail transmission and copies of this document, associated
Agreement and annexes, when fully executed are to be considered like originals and as
binding documents, except where proven to be fraudulent.

4.4. All Parties agree and warrant that each of the parties shall assume his own responsibility,
ensure his own authenticity and perform the terms and conditions according to the
Agreement. All consultants, agents and intermediaries do not bear all legal liability of
false testimony, breach of Agreement, refund and recourse.

5. OTHER CONDITIONS:
5.1. This constitutes a funding of the SBLC conducted between the parties identified herein &

Party A initial: PAGE6 OF 17 Party B initial:

 as such it shall not be interpreted as a securities transaction as interpreted or described
in the United States Securities Act of 1934 as amended, or by the law of any other
national.

5.2. The parties herein agree the non-circumvention / non-disclosure rules of all issues from
ICC, and the latest edition shall apply to the funding for a period of five (5) years from the
date of execution of this Agreement by the undersigned, his/her assigns, agents, and/or
heirs. This NCND also applies to any & all other transactions direct of indirect, regarding
this funding and its possible extension and roll over, each party and their respective
intermediaries warrant not to reveal the banking coordinates, provided herein, to any
individual or institution other than those banking officers necessary for completion of this
transaction.

5.3. Upon this Agreement signed by both Parties, it will become a Full Recourse Commercial
Commitment governed by the laws of Hong Kong SAR and under ICC Rules &
Regulation.

5.4. Both parties agree that the SBLC being offered are free, unencumbered, clean and
cleared, of non-criminal origin and must be irrevocable, unconditional, transferable, and
confirmed for payment at maturity date by the issuing bank and Party B warrants that the
funds are clean, clear, unencumbered and of non-criminal origin.

5.5. Parties are not allowed to contact the other party's bank without express written
permission or authorization. Any improper solicitation or disclosure of bank-related
information is prohibited. Any party attempting to do so will lead to the cancellation of the
cooperation and investigation the liability of defaulting party.

5.6. After confirming, by signature and seal, this Agreement will be effective equal as an
Agreement. Each party holds one of the effective Agreements. Electronic and/or faxed
transmission of the signed Agreement shall be valid, legally binding and enforceable in
respect of all its provisions.

5.7. In the event that one of the articles or addendum of this Agreement is considered void
and unenforceable, the whole Agreement is considered unenforceable and ceases to
exist. The Parties shall in good faith negotiate with any possible correction to the above
even in order to prevent the dissolution of the entire Agreement.

5.8. Neither Party to this Agreement shall be responsible for Breach of Agreement caused by

Party A initial: PAGE7 OF 17 Party B initial:

 an act of God, Civil Insurrections, Military War Operation or local Emergency - The
Parties hereby accept the International Provision of the "FORCE MAJEURE" as defined
by ICC, Publications, whichever relates to the SBLC issuance applies.

5.9. The outstanding issues will be negotiated by both parties and defined with a
supplemental Agreement. The supplemental Agreement shall be an integral part of the
Agreement with equally authentic.

5.10. We hereby confirm that the above terms are fully understood, agreed and acceptable.

5.11. INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE. SIGNED AND

SEALED.

Signature Date: x th October, 2015

AGREED AND ACCEPTED BY PARTY B (FUNDER):

____________________________________
Name: Li Guotai
Title: Chairman
Company: UBS LT CAPITAL LIMITED
Passport No.: G35644842

AGREED AND ACCEPTED BY PARTY A (PROVIDER) :

_____________________________
Name:
Title:
Company:
Passport No.:

Party A initial: PAGE8 OF 17 Party B initial:

AGREED AND ACCEPTED BY PARTY A's

____________________________________
Name:
Title:
Company:
Passport No.:

Party A initial: PAGE9 OF 17 Party B initial:

【APPENDIX A】
PARTY A’S COMPANY CERTIFICATE AND SIGNATORY PASSPORT

Party A initial: PAGE10 OF 17 Party B initial:

“I certify that this is a true copy of my original Passport”
For and on Behalf of PROVIDER

____________________________________
Name:
Title:

【APPENDIX B】
PARTY B’S COMPANY CERTIFICATE AND SIGNATORY PASSPORT

Party A initial: PAGE11 OF 17 Party B initial:

“I certify that this is a true copy of my original Passport”

For and on Behalf of FUNDER

____________________________________

Name:

Party A initial: PAGE12 OF 17 Party B initial:

Title:

【APPENDIX C】
PARTY A’S COMPANY CERTIFICATE AND SIGNATORY PASSPORT

“I certify that this is a true copy of my original Passport”

Party A initial: PAGE13 OF 17 Party B initial:

"I certify that this is a true copy of my original Passport"

Party A initial: PAGE14 OF 17 Party B initial:

 【APPENDIX E】 SBLC ISSUANCE SCHEDULE

SBLC Tranche Face Value Date

1st
2nd

【APPENDIX F】
PARTY A’S SWIFT MT799 SBLC RWA VERBIAGE

WE, (BANK NAME) AT (BANK ADDRESS), HEREBY CONFIRM WITH FULL

BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNT
HOLDER (APPLICANT NAME) ACCOUNT NUMBER: __________ WE ARE
READY, WILLING, AND ABLE TO ISSUE A STANDBY LETTER OF CREDIT
ICC 500 FORMAT IN FAVOR OF _________________________________ OR ITS
DESIGNATED BENEFICIARY FOR TOTAL FACE VALUE OF
EUR 1, 000,000,000.00 (ONE BILLION EUROPEAN DOLLARS ONLY).

THE STANDBY LETTER OF CREDIT (SBLC) IS IRREVOCABLE,

UNCONDITIONAL AND IT IS TRANSFERABLE, ASSIGNABLE,
NEGOTIABLE, DIVISIBLE, AND SHALL BE HONOURED ON MATURITY
DATE ONE (1) YEAR AND ONE (1) DAY
.
WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT (SBLC)
IS CASH BACKED, FREE AND CLEARED OF ANY ENCUMBRANCE; THE
CASH IS GOOD, CLEAN AND CLEAR FUNDS OF NON-CRIMINAL ORIGINS.

PLEASE, KINDLY CONFIRM YOU ARE READY TO RECEIVE AND FUND

THIS BANK INSTRUMENT IN ACCORDANCE WITH AGREEMENT NO.
____________, TRANSACTION CODE: ____________ON BEHALF OF THE
BENEFICIARY THROUGH SWIFT ONLY. THIS RWA MESSAGE IS VALID FOR
THIRTY (30) BANKING DAYS ONLY.

BANK NAME:
BANK ADDRESS:
BANK OFFICER:
ACCOUNT NAME:

Party A initial: PAGE15 OF 17 Party B initial:

ACCOUNT NUMBER:
SWIFT CODE:
TELEPHONE NUMBER:
FAX NUMBER:
FOR AND ON BEHALF OF:

(BANK NAME) AT (BANK ADDRESS)

AUTHORIZED SIGNATURE OFFICER AUTHORIZED SIGNATURE OFFICER

__________________________ __________________________
Authorized Bank Officer (1) Authorized Bank Officer (2)
NAME: NAME:
TITLE: TITLE:
PIN CODE: PIN CODE:

【APPENDIX G】

PARTY B’S SWIFT MT799 SBLC RWA REPLY VERBIAGE

WE, (BANK NAME) AT (BANK ADDRESS), HEREBY CONFIRM WITH FULL

BANK RESPONSIBILITY AND LIABILITY OF OUR ACCOUNT HOLDER
(SBLC BENEFICIARY NAME) ACCOUNT NUMBER__________, WE ARE
READY, WILLING AND POSSES FINANCIAL ABILITY TO RECEIVE AND
FUND A STANDBY LETTER OF CREDIT (SBLC) WITH A TOTAL AMOUNT OF
EUR 1, 000,000,000.00 (ONE BILLION EUROPEAN DOLLARS ONLY) INTO
ACCOUNT NUMBER __________, SBLC BENEFICIARY__________, AND
RESERVE THE FUND TO EXECUTE THIS AGREEMENT NO.: __________,
TRANSACTION CODE: __________.

FOR AND ON BEHALF OF:

(BANK NAME) AT (BANK ADDRESS)

AUTHORIZED SIGNATURE OFFICER AUTHORIZED SIGNATURE OFFICER

__________________________ __________________________
Party A initial: PAGE16 OF 17 Party B initial:
Authorized Bank Officer (1) Authorized Bank Officer (2)
NAME: NAME:
TITLE: TITLE:
PIN CODE: PIN CODE:

【APPENDIX H】

PARTY B FUNDING BANK SWIFT MT760 SBLC VERBIAGE

……………INSTANCE TYPE AND TRANSMISSION………………………..

S.W.I.F.T. WIRE FORMAT MT799 FOLLOWED FROM 760
NOTIFICATION:
DELIVERY STATUS:
PRIORITY / DELIVERY:
MESSAGE INPUT REFERENCE:

----------------------------------MESSAGE HEADER------------------------------------------
SWIFT INPUT: MT799 PRE ADVICE OF STANDBY LETTER OF CREDIT
SENDER:
BANK NAME:
BANK ADDRESS SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:

RECEIVER:
Bank name
Bank website
Bank address
Account name

Party A initial: PAGE17 OF 17 Party B initial:

Account number
SWIFT code
Bank officer name
Bank officer email
Bank Tel No.
Bank Fax No.

---------------------------SWIFT MT760 MESSAGE TEXT-------------------------------

TRANSACTION CODE:
TRANSACTION NUMBER:
DATE RECORDED: (INSERT DATE)

---------------------------------MESSAGE TRAILER------------------------------------------
INSTRUMENT SAMPLE TEXT
STANDBY LETTER OF CREDIT NO: ……………………….

TO:
SWIFT CODE:
FROM………………...BANK
ADDRESS:……………
SWIFT BIC:……………
QUOTE:
ISSUING BANK: ………………BANK

APPLICANT:

BENEFICIARY: …………………

STANDBY LETTER OF CREDIT NO:………………..

DATE OF ISSUE: …………………
DATE OF MATURITY: ……………….
DATE OF EXPIRY ……………………
AMOUNT:

AT THE REQUEST AND FOR ACCOUNT OF……………………….. (SBLC

APPLICANT, WE, BANK NAME………………………………... ADDRESS:
…………………………… HEREBY ISSUE OUR IRREVOCABLE STANDBY

Party A initial: PAGE18 OF 17 Party B initial:

LETTER OF CREDIT NO:………………….…….. IN FAVOR OF
…………………………FOR THE AMOUNT OF (SAY EUROPEAN DOLLARS
ONE BILLION ONLY DUE IN ONE YEAR AND ONE DAY FROM THE DATE OF
ISSUE.

PAYMENT IS AVAILABLE UPON PRESENTATION TO US OF THE ORIGINAL

OF THIS STANDBY LETTER OF CREDIT NO:……………………… AT OUR
COUNTER ON EXPIRY DATE OR NO LATER THAN 7 DAYS AFTER EXPIRY
DATE.

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND FREE AND
CLEAR OF ANY DEDUCTION OR CHARGES, FEES, TAXES, DUTIES OR
WITHHOLDINGS OF ANY NATURE NOW OR HEREINAFTER IMPOSED ,
LEVIED, COLLECTED WITHHELD OR ASSESSED BY THE GOVERNMENT
OF THE ISSUING BANK OR ANY POLITICAL SUBDIVISION OR AUTHORITY
THERE FOR OR THERE IN.

WE ENGAGE WITH YOU THAT THE DEMAND UNDER AND IN

COMPLIANCE WITH THE TERMS OF THIS STANDBY LETTER OF CREDIT
SHALL DULY HONORED UPON PRESENTATION TO US.

THIS STANDBY LETTER OF CREDIT IS FREE AND CLEAR OF ANY LIEN OR

ENCUMBRANCE AND IT IS TRANSFERABLE, ASSIGNABLE, WITHOUT
PRESENTATION TO US FOR PAYMENT OF TRANSFER OR ASSIGNMENT
FEE.

THIS STANDBY LETTER OF CREDIT IS CASH BACK AND IS SUBJECT TO

THE UNIFORM CUSTOMS AND PRACTICE FOR BANK CREDIT
INSTRUMENT IN ACCORDANCE WITH THE INTERNATIONAL CHAMBER
OF COMMERCE (ICC) PUBLICATION NO: 500 (LATEST EDITION)

THIS STANDBY LETTER OF CREDIT IS AN OPERATIVE INSTRUMENT AND

NO MAIL CONFIRMATION WILL FOLLOW.

BEST REGARDS,

(SIGNED) (SIGNED)

Party A initial: PAGE19 OF 17 Party B initial:

_____________________ __________________

BANK OFFICER BANK OFFICER

TITLE: TITLE:
I.D. I.D.

Party A initial: PAGE20 OF 17 Party B initial: