CHINA COMMUNICATIONS CONSTRUCTION COMPANY

NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING

Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

JOINT VENTURE RETURN OF INVESTMENT REMITTANCE

TRANSACTION CODE: CCCC.LTD/ANUGERAH/RUPARELIA/AKANE/110M/11/2021 TT/MT103

THIS JOINT VENTURE AGREEMENT (HEREINAFTER REFERRED TO AS” AGREEMENT”) IS
EXECUCUTED WITHOUT PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND
SIGNED BY BOTH PARTIES ACTING AT THEIR OWN ABGORD ON 5TH JULY 2021 BY AND BETWEEN:
PARTY A AND PARTY B:
BETWEEN: PARTNERSHIP PARTY A
COMPANY NAME CHINA COMMUNICATIONS CONSTRUCTION COMPANY
COMPANY ADDRESS NO:85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
COMPANY REG. NO 80010003798731
REPRESENTED BY SUDHIR RUPARELIA
PASSPORT NO B 1138338
PLACE OF ISSUE UGA
NATIONALITY UGANDAN
DATE OF ISSUE 10.06.2018
DATE OF EXPIRY 10.06.2025
DIRECT BENEFICIARY +256 755 023989, +86 10 82016655
EMAIL [email protected]

BANK NAME INDUSTRIAL AND COMMERCIAL BANK OF CHINA-BEIJING

SWIFT CODE ICBKCNBJ
ACCOUNT NUMBER 010 2010001000020888

PARTY B:
COMPANY NAME AKANE DEVELOPMENT LAO SEZCO., LTD
COMPANY ADDRESS HONGKAE VILLAGE XAYSETTHA DISTRICT
VIENTIANE LAO P D R

PASSPORT NO PA 0007360
PLACE OF ISSUE LAO P D R
NATIONALITY LAOTIANS
DATE OF ISSUE 21.09.2016
DATE OF EXPIRY 21.09.2026
DIRECT BENEFICIARY +85620 9789536, +8520 97899545
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

EMAIL [email protected] ,
BANK NAME INDUSTRIAL AND COMMERCIAL BANK OF CHINA
VIENTIANE BRANCH
SWIFT CODE ICBKLALAXXX
ACCOUNT NAME AKANE DEVELOPMENT LAO SEZ CO., LTD
ACCOUNT NUMBER USD 6005010000001238795

PARTY A: PARTY B:
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”

RECITALS
A. PARTY A” WITH CORPORATE AUTHORITY AND PERSONAL RESPONSIBILITY, DECLARES
THAT THEY HAVE THE ABILITY, AND IS READY, WILLING, AND ABLE TO PROVIDE A CASH
TRANSFER TT/MT 103 FOR VALUE OF USD ONE HUNDRED- TEN MILLION dollars ONLY
(USD 110,000,000 ) ISSUED FROM “PARTY A” TT/ MT 103 TO PARTY B”

B. THE CASH FUNDS WILL BE OF NON-CRIMINAL ORIGIN AND FREE OF ANY LIENS OR
ENCUMBRANCES, AND TT/SWIFT MT103 SUBJECT TO UNIFORM CUSTOMS AND
PRACTICE OF DOCUMENTARY CREDIT, INTERNATIONAL CHAMBER OF COMMERCE,
PARIS PUBLICATION 590/600 OR AGREED BY BOTH PARTIES AND WILL BEI FREE OF ANY
RESTRICTION.

C. BOTH PARTIES WARRANTS THAT THEY WILL NOT UTILIZE THE CASH TRANSFER IN ANY
UNLAWFUL TRANSACTION OR IN ANY ILLEGITIMATE ACTIVITIES SUCH AS TERRORISM,
EAPON AND DRUG DEALING, RIOT, ETC

BOTH PARTIES AGREED

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES PROFESSED HEREINABOVE,
PARTY A”AND PARTY B” AGREED AND ACCEPTED THE FOLLOWINGS:

1.0 TERM OF AGREEMENT

1-1 THE TERM OF THIS AGREEMENT IS TWO YEARS AND SHALL BE THE MASTER
AGREEMENT FOR THE REMITTANCE OF CASH INTO THE PROJECT AS INVESTMENT
COMMENCING FROM EXECUTION OF THE AGREEMENT BY BOTH PARTIES AND
SHALL BE PERPETUAL IN PERIOD UNTIL SUCH TIME BOTH PARTIES RESORT TO
TERMINATE THE AGREEMENT
1-2 PARTY A” SHALL BE APPOINTED AS JOINT SIGNATORY TO THE RECEIVING BANK
ACCOUNT FPR RECEIVABLES AND PAYABLES DUE AS PAYMENT OR SETTLEMENT
FOR PRODUCTS AND SERVICES IN THE PROJECTS DEVELOPMENT OF THAKHEK
PRPVINCE AND AKANE INTERNATIONAL UNIVERSITY.
PARTY A: PARTY B:
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

2.0 DESCRIPTION OF CASH TRANSFER – PARTY A

BANK TRANSFER : TT/MT 103
ISSUING BANK : INDUSTRIAL AND COMMERCIAL BANK OF CHINA- BEIJING
CURRENCY : $ USD
TERM OF CONTRACT : TWO YEARS
AMOUNT : USD ONE HUNDRED TEN MILLION dollars Only
(USD 110,000,000)

2.1 PARTY A” ISSUING BANK COORDINATES -TT/EXPRESS

BANK NAME INDUSTRIAL AND COMMERCIAL BANK OF CHINA BEIJING
BANK ADDRESS N0:55 FuxingMenNei Street, Xicheng District, Beijing
ACCOUNT NAME CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED
ACCOUNT NUMBER 010 2010001000020888
SWIFT CODE ICBKCNBJ
EMAIL Ccccltd.com.cn
TELEPHONE +8610 66118608
FAX +86 10 66108666

2.2 PARTY B” TO RECEIVE 100% CASH TRANSFER – TT/EXPRESS

BANK NAME INDUSTRIAL AND COMMERCIAL BANK OF CHINA VIENTIANE BRANCH
BANK ADDRESS ASIAN ROAD UNIT 358, SEEBOUNHUENG VILLAGE CHANTHABOLY
DISTRICT, VIENTIANE CAPITAL LAO P.D. R
SWIFT( BIC) CODE ICBKLALAXXX
ACCOUNT NAME AKANE DEVELOPMENT LAO SEZ CO, LTD
ACCOUNT USD 6005010000001238795
NO./IBAN (EUR)
REFERENCE SOMJITH ALIYAPHAPHONE
BANK OFFICER MR. JOXIONG BOUSINENGWA
BANK PHONE +856 20 22233109/ 20 55613938
BANK FAX +85621 – 225050 EXT8002
Correspondent INDUSTRIAL AND COMMERCIAL BANK OF CHINA NEWYORK BRANCH
Bank Name
BANK ADDRESS NEWYORK
SWIFT (BIC) CODE ICBKUS33XXX
BANK OFFICER [email protected]
Email

PARTY A” PARTY B:
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

TERMS AND CONDITIONS

1. THIS IS A PRIVATE TRANSACTION AND AS SUCH SHALL NOT BE INTERPRETED AS A

SECURITIES TRANSACTION AS INTERPRETED OR DESCRIBED IN THE UNITED STATES
SECURITIES EXCHANGE ACT AS AMENDED OR BY THE LAWS OF ANY OTHER COUNTRY

2 NON-CIRCUMVENTION/NON-DISCLOSURE (NCND) REGULATIONS FROM THE

INTERNATIONAL CHAMBER OF COMMERCE (IBG), PARIS, FRANCE, AND ALL
AMENDMENTS, ARE HEREBY INCORPORATED BY REFERENCE AND SHALL APPLY TO ALL
PARTIES TO THIS TRANSACTION. ALL PARTIES HERETO UNDERTAKE TO BE BOUND BY THE
INTERNATIONAL NCND (NON-CIRCUMVENTION & NON-DISCLOSURE) REGULATIONS BY
IBG, WHICH SHALL REMAIN IN FULL FORCE FOR A PERIOD OF FIVE (5) YEARS FROM THE
DATE OF EXECUTION HEREON AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT
FOR ANY REASON.

3 FORCE MAJEURE OF THE INTERNATIONAL CHAMBER OF COMMERCE (IBG PUBLICATION

#421) IS HEREBY INCORPORATED IN AND MADE ANINTEGRAL PART OF THIS CONTRACT.
THE PARTIES TO THIS AGREEMENT SHALL NOT BE HELD LIABLE FOR THE FAILURE TO
PERFORM UNDER THE FORCE MAJEURE EXCEPTION CLAUSE.

4 THIS AGREEMENT SHALL BE KEPT CONFIDENTIAL AND IS NOT TO BE REPRODUCED IN ANY

MANNER WHATSOEVER, AND NOT BE GIVEN TO ANY THIRD PARTY EXCEPT THOSE
PERSONS DIRECTLY INVOLVED WITH THE CLOSING OF THE TRANSACTIONS HEREIN
CONTEMPLATED. ALL INFORMATION RELEVANT TO THE AGREEMENT SHALL REMAIN
CONFIDENTIAL, AND EACH PARTY HERETO EXPRESSLY PROHIBITS THE OTHER FROM
RELEASING PERSONAL INFORMATION TO THIRD PARTIES
5 EACH PARTY SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS UNLESS
OTHERWISE AGREED TO IN WRITING, NEITHER PARTY MAKES ANY REPRESENTATIONS
REGARDING THE TAXABLE CONSEQUENCE, IF, ANY, OF TRANSACTIONS ENVISAGED BY THIS
AGREEMENT, ITS BEING CLEARLY UNDERSTOOD BY EACH PARTY THAT THEY INDIVIDUALY
AND SEPARATELY, ABGEPT LIABILITY OF TAXES, IMPOSTS, LEVIES, DUTIES OR CHARGES
THAT MAY BE APPLICABLE IN EXECUTION OF 6

6 SHOULD ANY PORTION OF THIS AGREEMENT BE HELD BY A COURT, TRIBUNAL OR

ARBITRATOR OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNFORCEABLE, THE
REMAINING PROVISIONS OF THIS AGREEMENT WILL NEVERTHELESS CONTINUE IN FULL
FORCE AND EFFECT, WITHOUT BEING IMPAIRED OR INVALIDATED IN ANY WAY, THE
INVALID AND/OR UNENFORCEABLE PROVISIONS SHALL BE REPLACED BY NEW
PROVISIONS TO BE MUTUALLY AGREED UPON BETWEEN PARTIES WITHIN THIS AGREEMENT
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

6 THIS AGREEMENT REPRESENTS BOTH PARTIES EXPRESSED THEIR DESIRE TO ENTER INTO
JOINT VENTURE FOR THE CREATION OF AN EDUCATIONAL INSTITUTION, PARTICULARLY A
UNIVERSITY (“SCHOOL”) AND FOR PURPOSES OF OPENING ITS WHOLE BUSINESS AND
OPERATIONS AVAILABLE FOR PUBLIC FRANCHISE

7 THIS AGREEMENT REPRESENTS THE FULL UNDERSTANDING BETWEEN CHINA

COMMUNICATIONS CONSTRUCTION COMPANY SUBSIDIARY OF RUPARELIA GROUP INC.
AND AKANE DEVELOPMENT LAO SEZ CO.,LTD CONCERNING THEIR RIGHTS, OBLIGATIONS
AND DUTIES UNDER THE AGREEMENT AS WILL BE CONSIDERED CONFIRMED AND
ABGEPTED BY BOTH PARTIES WHEN EXECUTED, ALL PRIOR WRITTEN OR ORAL
REPRESENTATION MADE BY EITHER PARTY SHALL HAVE NO EFFECT ON THE
REPRESENTATIONS CONTAINED HEREIN AND ARE AUTOMATICALLY CONSIDERED
CANCELEDAND WAIVED AS A MATERIAL CONSIDERATION OF THE EXECUTION OF THIS
AGREEMENT

8 ELECTRONICALLY TRANSMITTED COPIES OF THIS AGREEMENT SHALL BE DEEMED AS VALID

AND ENFORCEABLE AFTER EXECUTION BY BOTH PARTIES, HARD COPIES MAY BE
EXCHANGED IF SO REQUESTED

DATE ADJACENT TO THEIR RESPECTIVE SIGNATURES

PARTY A PARTY B
SIGNED FOR AND ON BEHALF: SIGNED FOR AND ON BEHALF:
CHINA COMMUNICATIONS CONSTRUCTION LTD/ AKANE DEVELOPMENT LAO SEZ CO., LTD
RUPARELIA GROUP INC.

MR. SUDHIR RUPARELIA MR. SOMJITH ALIYAPHAPHONE

DIRECTOR CHAIRMAN/ CEO
PASSPORT No. B 1138338 PASSPORT No. PA 0007360

PARTY A: PARTY B:
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

COMPANY NAME AKANE DEVELOPMENT LAO SEZ CO., LTD

ADDRESS HONGKAE VILLAGE, XAYSETTHA DISTRICT, VIENTIANE LAOS P D R
BUSINESS REGISTRATION 12F/02-00000006-4326-I, G/3
SIGNATORY NAME SOMJITH ALIYAPHAPHONE
TEL; +85620 97895936/ 97899545
EMAIL [email protected], [email protected]
TITLE CHAIRMAN/CEO
NATIONALITY LAOTIANS
PASSPORT NUMBER PA 0007360
DATE OF ISSUE 21 SEP 2016
DATE OF EXPIRATION 21 SEP 2026
DATE OF BIRTH 01/07/1975
PLACE OF BIRTH HONGKAE
NAME OF LEGAL COUNSEL SOMJITH
BANK INDUSTRIAL AND COMMERCIAL BANK OF CHINA VIENTIANE BRANCH
BANK ADDRESS ASIAN ROAD UNIT 358, SEBOUNHUENG VILLAGE CHANTHABOLY DISTRICT,
VIENTIANE CAPITAL LAO P.D. R
ACCOUNT NAME AKANE DEVELOPMENT LAO SEZ CO., LTD
ACCOUNT NO. USD 6005010000001238795
ACCT.SIGNATORY NAME SOMJITH ALIYAPHAPHONE
BANK OFFICER MR. JOXIONG BOUASINENGMA
+856 20 22233109
BANK OFFICER TEL; +856 20 55613938
BANK OFFICER EMAIL [email protected]
SWIFT CODE ICBKLALAXXX

DECLARATION: I HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT I AM AND CERTAIN BOARD MEMBERS
ARE THE SIGNATORIES OF THE ACCOUNT AND THE FUNDS/ASSET BELONGS TO AKANE DEVELOPMENT LAO SEZ
COMPANY LIMITED, THE INFORMATION PROVIDED HEREIN IS ACCURATE AND TRUE. ALL MONIES ENGAGED IN
THIS TRANSACTION ARE DERIVED FROM NON-CRIMINAL ORIGIN; LAUNDERING POLICIES AS SET FORTH BY THE
FINANCIAL ACTION TASK FORCE (FATF) 601. DATED ON THIS 08/07/2021 FOR AND ON BEHALF OF AKANE
DEVELOPMENTLAO SEZ COMPANY LIMITED.

SIGNATURE AND SEAL:

DIRECTOR: SOMJITH ALIYAPHAPHONE

PASSPORT No. PA 0007360
DATE OF ISSUE: 21 SEP 2016
DATE OF EXPIRY: 21 SEP 2026
PARTY A PARTY B
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

ID

CLIENT INFORMATION SHEET

PARTY A PARTY B
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

CERTIFICATE OF GOOD CONDUCT

PARTY A PARTY B
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

PARTY A PARTY B
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

PARTY A PARTY B
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

OBJECTIVES:
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn

OBJECTIVES:
CHINA COMMUNICATIONS CONSTRUCTION COMPANY
NO: 85 DESHENGMENWAI STREET XICHENG DISTRICT BEIJING
Tel: +85 10 82016655, +256 755 023989
Email: [email protected], [email protected]
Website: en.ccccltd.cn