SALES AND PURCHASE AGREEMENT

Agreement No: XXXXXXXX-XXXXXXX- CRUDE OIL20240224

Issue Date: Feb 24th, 2024

SELLER: XXXXXXXXX HOLDINGS LIMITED

ADDRESS: XXXXXXXXXXXXXXX.

BUYER: XXXXXXXXXXXXXXXXX LIMITED

ADDRESS: XXXXXXXXXXXXXXXXXXXXXXXXXXXXX

ISSUING PARTY：

ADDRESS:

Whereas the SELLER with full legal authority, hereby agrees to supply and deliver the
herein-mentioned product and fulfill all the requirements to herein and shall provide the
referenced products under the terms and conditions and agreed upon by both parties.

Whereas the SELLER makes an irrevocable and firm commitment to sell and deliver and the
BUYER also makes an irrevocable and firm commitment to purchase and take delivery of the
said product.

CLAUSE 1. COMMODITY AND AGREEMENT QUANTITY

1.1 COMMODITY: MALAYSIA LIGHT BLEND CRUDE OIL, may elsewhere in this
Agreement also be referred to as “product(s)”, which technical specifications attached
as the ANNEX A, which is an integral part of the agreement.
1.2 QUANTITY: The SELLER agrees to sell TWENTY-FOUR-MILLION (24,000,000)
Barrels* of Products to the BUYER, plus or minus TEN (10) % at SELLER’s option,
and guarantees that the quality of the product will meet with specifications listed in
ANNEX A with a tolerance of plus or minus 8%.
* BARREL, a measure of volume equivalent to 42 US Gallons or 159 Liters.
1.3 After signing of this agreement, the BUYER shall provide the discharging schedule to
the SELLER, which is attached as ANNEX I. Before each discharging, BUYER shall
issue a Purchase Order (“PO”) to the SELLER, confirming the details such as, but not
limited to, the quantity of each batch, and discharge date for each batch, the template
is attached as ANNEX J.

CLAUSE 2. DELIVERY TERM AND TITLE AND RISK

2.1 DELIVERY TERM: DAP EX-TANK; Dongjiakou, Qingdao, People’s Republic of

China

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2.2 TITLE AND RISK: The title and risk of the stored product shall be transferred from the
SELLER to the BUYER when the product passes the outlet flange of the SELLER’s
storage tank to where the product is being delivered.

CLAUSE 3. PRICING AND PAYMENT TERM

3.1 EX-TANK UNIT PRICE: Unit price shall be based on the FIVE (5) days simple average
closing prices of ICE BRENT SPOT CRUDE OIL published in www.theice.com
before the SGS Q&Q Report Date minus a discount of ( ) US dollars per
barrel.
3.2 PAYMENT SECURITY
3.2.1 The BUYER shall issue an irrevocable, fully transferable Bank Guarantee
(“BG”) in favor of the SELLER, by a Bank approved by the SELLER, before
the product passes SGS inspection arranged by the BUYER. The face value
of the Bank Guarantee shall be FIVE-MILLION (5,000,000) US Dollars
based on the verbiage provided in ANNEX H with a validity of 365+1 day.
BG from a third party designated by the buyer is acceptable.
3.2.2 The issuing party in the contract agrees to issue a BG to the buyer in
accordance with the requirements of the contract terms and the contract
attachments. The issuing party also promises that the BG issued will provide
a guarantee for the buyer's purchase of goods, which has legal effect.
3.2.3 BUYER shall settle payment in full by SWIFT MT103 before or on the
payment due date in accordance with Clause 4.7, otherwise the SELLER is
entitled to collect the Payment Security with the documents and conditions
specified in the Payment Security without BUYER’s confirmation(s).
3.3 PAYMENTS
3.3.1 COMMERCIAL INVOICE: shall be calculated based on the UNIT PRICE
stated in clause 3.1 times the net SGS/CCIC specified Quantity for each
batch.
3.3.2 PAYMENT DUE DATE: The BUYER shall, within 4 working days, settle
the payment in full to the SELLER’s nominated bank account(s) by SWIFT
MT103 against the presentation of the following commercial documents to
the BUYER:
I 3/3 original Commercial Invoice issued by SELLER to BUYER.
II 3/3 original Warehouse Receipt issued by SELLER to BUYER.
III 1/1 original Certificate of Dispatch Instruction transferred by SELLER
to BUYER.
3.4 PENALITY: If the BUYER fails to settle the payment in full before or on the payment
due date, the SELLER has the right to cash out the BG in FULL as compensation
without any possible claim from the BUYER.
3.5 CALCULATION: The value of Invoice(s) shall be calculated to TWO (2) decimal places
according to the following arithmetic rules: If the third decimal place is FIVE (5) or
more than FIVE (5), the second decimal place shall be rounded to the prior digit.

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3.6 PAYMENT DUE AT WEEKEND OR BANK HOLIDAYS: If the due date for payment
falls on a Saturday, Sunday, or non-banking Day other than Monday, payment will be
made on the following Banking Day.
3.7 The exchange rate shall be the Central Parity Rate between USD and RMB published by
the China Foreign Exchange Trade System authorized by the People’s Bank of China
plus ONE (1) % and based on the THREE (3) days average before the Payment Due
Date.

CLAUSE 4. PROCEDURE

4.1 The two parties sign and seal this SPA and exchange the 300dpi resolution scan copies
electronically. The electronically exchanged copies will be legally binding. If
necessary due to bank or other government sector (as the China Customs)
requirements, physical copy shall be exchanged.

4.2 BUYER issues a BCL along with this SPA to show his financial capacity to perform.

4.3 Within 2 working days after signing the SPA and BCL received, SELLER shall present
to the BUYER copies of TANK STORAGE RECEIPT sealed by lessor, CCIC
INSPECTION REPORT made at the time of discharging and CERTIFICATE OF
ORIGIN.

4.4 BUYER shall provide the SELLER with a Bank Guarantee (“BG”) issued by THIRD
PARTY.
4.4.1 BUYER’S BG issuing bank shall send a SWIFT MT760 Pre-Advice of BG
to SELLER’s bank within ONE (1) banking days after successful SGS Q&Q.
4.4.2 Within TWO (2) banking days upon receiving the MT760 Pre-Advice of
BG, SELLER’s bank shall reply an RWA letter declaring readiness,
willingness and able to receive the BG.
4.4.3 Within ONE (1) banking days after receiving of the RWA letter, BUYER’S
BG issuing bank shall issue BG in favor of the SELLER or its nominated
party in accordance with Clause 3.2.

4.5 After received the BG, the SELLER shall issue DTA (Dip Test Authority) instruction to
enable the BUYER to operate Dip-Testing operation and take samples from the
storage tank for first batch. The BUYER is entitled to appoint an Independent
Inspector (CCIC/SGS/CIQ) to inspect the quality and quantity of Product at the
BUYER’s own expense.

4.6 Within TWO (2) days after the SELLER validates the BG from BUYER’S BG issuing
bank in accordance with Clause 4.4 the SELLER should provide and send the
following Proof of Products (POP) documents to BUYER:
 Certificate of Origin.
 Bonded Registration List issued by China Customs.

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  Customs Declaration Entrustment Agreement with Agency.
 Original Customs Declaration Form (or called China Customs Bill).
 Transportation Documents (Bill of Lading).
 Tank Storage Receipt – Sealed by Tank Lessor.
 Any other proof documents of the title of the product.

4.7 After positive SGS/CCIC report is issued and within maximum 4 working days,
BUYER shall settle the payment for the quantity in tanks and shown on SELLER’S
commercial invoice. If Buyer fails to respect the payment deadline, Seller has the
right to cash the BG as compensation.

4.8 After the payment confirmed by the SELLER, BUYER starts to arrange oil tanker to lift
the product. BUYER’s tanker shall arrive at the SELLER’S terminal and dock with
SELLER’S flanges within 10 days. BUYER’s shipping agent shall contact Seller’s
forwarding agent for all the necessary arrangements to arrange the injection of the product
into BUYER’S tanker. Seller’s free tank storage rent is 28 days, counted from the SGS Q&Q
report date and the buyer needs to lift the entire product within 3 weeks (21 days) from
the SGS Q&Q report date. If the buyer fails to lift all the products within the said free rent
period, buyer shall pay for the extra tank storage cost.

4.9 Upon the docking of flanges, SELLER instruct the tank operator to inject the product into
BUYER’S tanker.

4.10 Upon receipt of full payment for the specific batch of the product, SELLER shall issue
Title Transfer Certificate and hand over all the original POP documents to the BUYER.

CLAUSE 5. INSPECTION

5.1 The BUYER or the IMPORTER nominated by the BUYER will appoint an independent
inspector of international reputation who shall supervise both the process of
measurement of quantity and the sampling process of the stored product.
5.2 The report issued by said independent inspector is final and binding on both parties for
invoice purposes, if there is no irregularity such as but not limited to fraud or obvious
error.
5.3 At its own expense, each Party to this contract may have a representative present to
witness all measurements and tests.

CLAUSE 6. ASSIGNMENT AND TRANSFER OF THE AGREEMENT

6.1 Neither party shall have the right to assign its right title or interest in this Agreement
without the written consent of the other party. However, no assignment shall relieve
the assigning party of its obligations under this Agreement.

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6.2 Notice of any such assignment shall be promptly given by the party effecting the
assignment to the other party to this Agreement. A formal written Notice of
Acceptance of the Assignment shall contain the Assignee’s Company Name,
Company Address, and Legal Representative / Official with their telephone, email,
and fax numbers.

CLAUSE 7. TAXES AND DUTIES

7.1 SELLER’S RESPONSIBILITIES: The amount of any taxes, duties, imposts, fees,
charges, and dues of every description imposed or levied by any governmental, local,
or port authority on the Product supplied hereunder, or on its export, delivery,
transportation, ownership, sale or use, in respect of any stage prior to passage of risk
and title in such product passing to the BUYER, shall be for SELLER’s account.
7.2 BUYER’S RESPONSIBILITIES: The amount of any taxes, duties, imposts, fees,
charges, and due of every description imposed or levied by any governmental, local,
or port authority on the Product supplied hereunder, or on its export, delivery,
transportation, ownership, sale or use, in respect of any stage after title and risk in
such Product has passed to the BUYER, shall be for BUYER’s account.

CLAUSE 8. COMPENSATION

8.1 After this SPA is signed by both parties, if this SPA cannot be executed for any reason
caused by either party, this party shall be responsible for the losses, damages, and
charges of the non-faulty party arising from the non-execution. But the amount of
compensation could not exceed the agreed price of all Products.
8.2 The product shall be collected from the stored tanks within THREE (3) weeks from
receiving the inspection report. If it does not finish the collecting in the said period,
the BUYER must pay TWENTY-THOUSAND (20,000) US Dollars per day as a
penalty for additional logistic costs.

CLAUSE 9. LIABILITY EXEMPTIONS DUE TO FORCE MAJEURE

9.1 Neither SELLER nor BUYER shall be liable for non-performance, any or all of the
provisions set out in this agreement, if the performance has been delayed, hindered, or
prevented by reason of any cause that may be, even though the affected party
exercised due diligence.
9.2 Where such failure or delay is caused by Force Majeure being any event, occurred by
circumstance reasonably beyond the control of that party, including without prejudice
to the generality of the foregoing failure or delay caused by or resulting from Acts of
God, strikes, fire, floods, wars,(whether declared / undeclared), riots, destruction of
the materials, delays or carriers due to break down or adverse weather, perils of
embargoes, accidents, restrictions imposed on by any Governmental Authority
(including allocations, Requisitions, quotas and price controls).
9.3 The certificate issued in original by the competent recognized authority shall be deemed
as proof for the claim force majeure during this duration.

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CLAUSE 10. ARBITRATION AND APPLICABLE LAW
10.1 ARBITRATION
10.1.1 All disputes arising in connection with the present contract shall be settled
amicably first. Should no agreement be reached by the parties, then the case
shall be brought for final settlement under the rules of HONG KONG
INTERNATIONAL ARBITRATION CENTER (HKIAC) by one or more
arbitrators in accordance with the said Rules.
10.1.2 Each Party shall appoint one arbitrator, nothing in the agreement shall be
construed to prevent any Court with legal governing rights having jurisdiction
from issuing injunctions, attachment orders or orders for other similar relief
in aid of any arbitration commenced (or to be commenced) under the Section.
Judgment upon the award rendered by the Arbitrator(s) could be entered in
the Court having jurisdiction hereof.
10.1.3 Neither party shall fail to comply in a timely way with the obligations of this
part to be performed in pursuance to this contract although a dispute has
arisen and proceeded to arbitration.
10.1.4 Findings as assessed by the designated third arbitrator who agreed by both
parties, without any possibility of recourse, will be final and binding on both
parties.
10.2 APPLICABLE LAW
All matters relating to the validity, interpretation, or Performance of this
Agreement shall be governed by and construed in accordance with the law of THE
HONG KONG SPECIAL ADMINISTRATIVE REGION.

CLAUSE 11. CONFIDENTIALITY

11.1 The parties agree and understand that this SPA is strictly confidential;
consequently, no part of this SPA should be made known to the third parties,
except contract-related service suppliers (i.e. surveyor, shipper, ship broker,
customs agent, customs staff or the refinery nominated by BUYER) that shall
receive information strictly related to their task.
11.2 Both parties promise not to contact the person and company provided by the other
party beyond the other party to seek improper commercial interests without the
written consent of the other party. Violation of this clause is a breach of contract
and shall be liable for breach of contract.

CLAUSE 12. ENTIRE AGREEMENT

12.1 This Agreement shall come into force after being signed by both parties, the electronic
signature is effective.
12.2 This Agreement contains the entire Agreement between the parties with respect to the
subject matter hereof and all proposals, negotiations, and representations with
reference thereto are merged herein.

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12.3 Any written alterations and appendices to this Agreement shall be valid only when
signed by both parties.
12.4 All Appendices and Additions duly signed shall be an integral part of this Agreement.
12.5 No oral representations unless set forth in this Agreement will be binding between the
parties.
12.6 This Agreement has been made in NINE (9) originals, including NINE (9)
APPENDIXES written in ENGLISH language, where THREE (3) originals are being
received by BUYER, THREE (3) originals are being received by the SELLER AND
THREE (3) originals are being received by ISSUING PARTY . All originals shall be
equally enforceable.
12.7 In the case SELLER and BUYER want to add clauses a mutually agreed side contract
can be referred to this agreement.
12.8 Nothing in this contract shall be considered or construed as conferring any rights or
benefit on a person not a party of this contract and the parties do not consider that any
term shall be enforceable pursuant to any terms or conventions by any person who is
not a party to this contract.
12.9 Grammatical mistakes, and typing errors, if any, shall not be regarded as contradictions.
12.10 EDT (Electronic Document Transmission) shall be deemed valid and enforceable
in respect of the provision of this Contract. Either Party shall be entitled to request
and receive a hard copy of any previously submitted electronically transmitted
document.
12.11 The seller received FIVE-MILLION (5,000,000) US Dollars BG.
12.12 If the buyer does not receive the goods within 40 days after issuing the BG, the BG
can be collected.
12.13 Unit price shall be based on ICE BRENT SPOT CRUDE OIL published at
www.theice.com. If the price exceeds $100 for 60 days and the buyer has no profit,
the buyer can recover the BG.

CLAUSE 13. BANKING COORDINATES

BUYER’S Bank Detail

BANK NAME

BANK ADDRESS

ACCOUNT NAME XXXXXXXXXXXXXXXXXXXXXXX LIMITED

ACCOUNT
NUMBER
SWIFT CODE

BANK OFFICER

TETELEPHONE +86

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BUYER’ S BG Issuing Bank Detail

BANK NAME

BANK ADDRESS

ACCOUNT NAME
ACCOUNT
NUMBER (USD)
BANK IBAN

SWIFT CODE

BANK OFFICER

TETELEPHONE

SELLER’s Bank Detail

BANK NAME

BANK ADDRESS

ACCOUNT NAME XXXXXXXXXXXXXX LIMITED

ACCOUNT
NUMBER
SWIFT CODE

BANK OFFICER

TETELEPHONE

(This page is for signing）

BUYER : XXXXXXXXXXXXXXXXX LIMITED

REP. NAME : XXXXX XXXXXXXXXXX
DATE : Feb 24TH, 2024

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_________________________________________
Signature and Seal

Issuing party :
REP. NAME :
DATE :

_________________________________________
Signature and Seal

SELLER : XXXXXXXXXXXXXXXXXX LIMITED

REP. NAME : XXXXXXXXXXXX
DATE :

_________________________________________
Signature and Seal

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CLAUSE 14. - ATTACHMENTS TO CONTRACT:

1 ANNEX “A”- QUALITY SPECIFICATION

2 ANNEX “B” - BUYER’S CERTIFICATE OF INCORPORATION
3 ANEEX “C” - BUYER’S REPRESENTATIVE PASSPORT
4 ANNEX “D” - SELLER’S CERTIFICATE OF INCORPORATION
5 ANNEX “E” - SELLER’S REPRESENTATIVE PASSPORT
6 ANNEX “F”- BUYER’S KYC FORM
7 ANNEX “G”- SELLER’S KYC FORM
8 ANNEX “H”- BANK GUARANTEE VERBIAGE
9 ANNEX “I”- DISCHARGING SHCEDULE
10 ANNEX “J”- PURSHASE ORDER

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ANNEX “A”- QUALITY SPECIFICATION

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ANNEX “B” - BUYER’S CERTIFICATE OF INCORPORATION

ANEEX “C” - BUYER’S REPRESENTATIVE PASSPORT

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ANNEX “D” - SELLER’S CERTIFICATE OF INCORPORATION

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ANNEX “E” - SELLER’S REPRESENTATIVE PASSPORT

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ANNEX “F” - BUYER’S KYC FORM

BUYER’s Basic Information

Company Name
Company Name (Chinese) XXXXXXXXXX LIMITED
(English)

Address

Company Registration XXXXXXX-23-1 Custom Code

Representative Contact Numbers +86

Information of Responsible Officer

Name ID / Passport No.

Position CEO Nationality

Responsible DOB Place of Birth CHINA

Officer Gender Male Issuing Country CHINA

Tel: +86 Date of Issuance 2023

Email: [email protected] Date of Expiration 2033

n
Bank Account Information

Bank Name BANK CO., LTD Branch Name

Account Number Account Address

Name of Signatory SWIFT Code

1) Bank Officer’s Name 2) Bank Officer’s Name

1) Bank Officer’s Tel: +86 2) Bank Officer’s Tel:

1) Bank Officer’s Email 2) Bank Officer’s Email

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ANNEX “G”- SELLER’S KYC FORM

SELLER’s Basic Information

Company Name
Company Name
(English)
(Chinese)

Address

Company Registration Custom Code

Representative Contact Numbers +

Information of Responsible Officer

Name ID / Passport No. 0

Position CEO Nationality

Responsible DOB Place of Birth

Officer
Gender Male Issuing Country

Tel: +86 Date of Issuance

Email: Date of Expiration

Bank Account Information

Bank Name Branch Name Head Quarter

Account Number Account Address

Name of Signatory SWIFT Code

1) Bank Officer’s Name 2) Bank Officer’s Name

1) Bank Officer’s Tel: 2) Bank Officer’s Tel:

1) Bank Officer’s Email 2) Bank Officer’s Email

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ANNEX “H”- Bank Guarantee Verbiage

Bank Guarantee Verbiage

To be sent by SWIFT MT760 Message

Name of issuing Bank:

Issuing Bank Address:
Bank Swift Code:
Bank Officer:
Bank Guarantee Number:
Beneficiary:
Currency:
Amount:
Issuing Date:
Maturity Date:

For the value received, we the undersigned, [BANK NAME], [BANK ADDRESS], hereby issue our
irrevocable, unconditional, transferable, divisible Bank Guarantee, in favor of the Beneficiary
[BENEFICIARY], and without protest or notification promise to pay against this Bank Guarantee, at
maturity date of one year and one day from the issue date, the sum of ＄XX,000,000.00 (XX Million
Dollars Only) in the lawful currency of the European Union, upon presentation and surrender of this
Bank Guarantee at any of the counters of [BANK NAME], [BANK ADDRESS], on maturity, but not
later than fifteen (15) days after the maturity date.
Such payment shall be made set-off and free and clear of any deductions, charges, fees, or withholding
of any nature presently or in the future imposed, levied, collected, withheld or assessed by the
government of country of issue or any political subdivision or authority and thereof.
This Bank Guarantee is divisible, assignable and transferable without presentation of it to us and
without the payment of any transfer fee or charges.
This Bank Guarantee is governed by the Uniform Customs and Practice for Bank Guarantee as set forth
by The International Chamber of Commerce, Uniform Rules for Demand Guarantees (ICC Publications
No: 758)
This Bank Guarantee is an operative instrument that can be verified bank-to-bank by Swift.

____________________________ ____________________________
BANK OFFICER: BANK OFFICER:
TITLE: TITLE:

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ANNEX “I”- DISCHARGE SHCEDULE
MLCO
Month Nature Quantity (Barrels) Discharge
date
February 2024 Term 2,000,000 TBN
March 2024 Term 2,000,000 TBN
April 2024 Term 2,000,000 TBN
May 2024 Term 2,000,000 TBN
June 2024 Term 2,000,000 TBN
July 2024 Term 2,000,000 TBN
August 2024 Term 2,000,000 TBN
September 2024 Term 2,000,000 TBN
October 2024 Term 2,000,000 TBN
November 2024 Term 2,000,000 TBN
December 2024 Term 2,000,000 TBN
January 2025 Term 2,000,000 TBN
TOTAL 24,000,000

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ANNEX “J”- PURCHASE ORDER (“PO”)
PO NO. : xxxxxxxxxxxxxx xxxxxxxxxxxxxxxx- CRUDE OIL20240224
THIS PO, MADE AS OF THE24】 DAY OF JANUARY 2024 BY and BETWEEN:

THE SELLER:XXXXXXXXXXXXXXXXX LIMITED

AND THE BUYER: XXXXXXXXXXXXXXXXXXXXX LIMITED

WHEREAS, SELLER and BUYER have signed the SALES AND PURCHASE
AGREEMENT (No.: XXXXXXXXXXXXXXX- CRUDE OIL20240224), and mutually desire
to execute this SPA, and according to this SPA, the BUYER issues this PO and SELLER shall
co-signed it.

BUYER agrees to purchase the following products from SELLER:

1. PRODUCT DESCRIPTION

1.1 PRODUCT

1.2 ORIGIN

1.3 NOMINATED PRODUCT (COORDINATES AND TANKS NUMBER)

1.4 QUANTITY

2. SUPPLEMENTARY PROCEDURES (except the first batch)

Except the first discharged batch, on the basis of the procedures stated in Clause 4 of the SPA, this
Clause supplement more details for each batch.
2.1 Within ONE (1) working days after signing of this PO, SELLER shall issue DTA (Dip Test
Authority) instruction to enable the BUYER to accomplish Dip-Testing operation and take samples
from the storage tanks for this batch stated in this PO. The BUYER is entitled to appoint an
independent inspector (CCIC/SGS/CIQ) to inspect the quality and quantity of Product at the
BUYER’s own expense.
2.2 If the report of this batch issued by the independent inspector which matches with the
Specifications of Product stated in this SPA. SELLER shall issue the Certificate of dispatch and
transfer the Warehouse Receipt and signed or sealed by the warehouser. The right to discharge the
stored product shall be assigned to the BUYER or nominated IMPORT by the BUYER.
3. OTHERS

3.1 This SPA is an integral part of the SPA (NO: ) signed by the BUYER ， ISSUING
PARTY and the SELLER.
3.2 This PO has been made in NINE (9) ORIGINALS written in ENGLISH LANGUAGE， where
THREE (3) ORIGINALS are being received by BUYER, THREE (3) ORIGINALS are being
received by ISSUING PARTY and THREE (3) ORIGINALS are being received by SELLER. All
originals shall be equally enforceable.

[END OF PAGE]

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(This page is for signing）

BUYER : XXXXXXXXXXXXXXX LIMITED

REP. NAME : XXXXXXXXXXXX
DATE : Feb 24TH, 2024

_________________________________________
Signature and Seal

Issuing party :
REP. NAME :
DATE :

_________________________________________
Signature and Seal

SELLER : XXXXXXXXXXXXXX LIMITED

REP. NAME : XXXXXXXXXXX
DATE :

_________________________________________
Signature and Seal

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