BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
PARTY A: Investor (SENDER)
COMPANY NAME: PELAMIS SOCIEDADE UNIPESSOAL LIMITADA
ADDRESS: RUA SUL DO PATANE No 19, EDIF CENTRO COMERCIAL
WA POU, 5 ANDAR , C. MACAU
REGISTRATION N°: SO81346
REPRESENTED BY: MR. UNG KUOK CHUN
IDENTITY CARD N°: 5035128 (7)
DATE OF ISSUE: 18-07-1975
DATE OF EXPIRY: 12-11-2025
ISSUED PLACE: MACAU
BANK NAME: COMMERCIAL DEVELOPMENT BANK
BANK ADDRESS: LEVEL 2, NO 2, ELKHORN AVE, SURFERS PARADISE, QLD. AUSTRALIA
TELEX (KTT SENDER):
ACCOUNT NAME: PELAMIS SOCIEDADE UNIPESSOAL LIMITADA
CURRENCY: USD
ACCOUNT NUMBER: 675-853-8189893-Q2
KTT/TELEX CODE: (57) 410118 (CDB F1)
BANKER NAME: MR. ROBERT BRUCE
BANKER TITLE: BANK GOVENOR & CHIEF FINANCIAL OFFICER
BANKER EMAIL: admin@cdbankcorp.com
BANK TEL: +44 02 81239119
AND
PARTY B: Partner (RECEIVER)
COMPANY NAME: KHWAJA SDN BHD
ADDRESS: NO 473 JLN TUTONG KG KUPANG BRUNEIDARUSSALAM
REGISTRATION N°: 20000236
REPRESENTED BY: LEFIANDI AIRLANGGA
PASSPORT N°: C3289831
DATE OF ISSUE 1 MARCH 2019
DATE OF EXPIRY 1 MARCH 2029
BANK NAME: BANK ISLAM BRUNEI DARUSSALAM BERHAD ( BIBD)
BANK ADDRESS: LOT:159, JALAN PEMANCHA, BANDAR SERI BEGAWAN, BS 8711 , NEGARA BRUNEI
DARUSSALAM
ACCOUNT NAME: KHWAJA SDN BHD
ACCOUNT N°: 00015010047482 GPI CODE BIBDBNBB ( BOTH GPI AND S CODEINTERLINKED)
SWIFT: BIBDBNBBXXX
TELEX (KTT RECEIVER): 2235732BI BDBNBB
BANK OFFICER NAME : Mr Haii
BANK OFFICER EMAIL: contactcentre@bibd.com.bn
Page 1 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
1. SUBJECT OF THE AGREEMENT:
1.1. Party A-Investor provides Party B-Partner investment funds via KTT to business cooperation contract and financial
investment as well as Investment funds will be sent to the fiduciary account by Party B-Partner for investment and
Trading as well as all kinds of philanthropic activities and donations.
1.2 Party A-Investor PELAMIS SOCIEDADE UNIPESSOAL LIMITADA agrees to invest to the Party B-Partner the Full
amount USD FIFTY MILLION NINETY-THREE THOUSAND NINETY-NINE by Telex KTT via MT103, specified in the present
Agreement, and Party B-Partner irrevocably agrees to receive and accept Investment and utilize it according to the
purposes specified the above clause 1.1 without any kind of alteration.
2. DESCRIPTION OF THIS TRANSACTION:
2.1 Party A-Investor PELAMIS SOCIEDADE UNIPESSOAL LIMITADA
2.2 Party B-Partner
2.3 Type of Business: Investment
2.4 Banking Instrument: KTT via MT103
2.5 Issuing Bank: COMMERCIAL DEVELOPMENT BANK
2.6 Address: LEVEL 2, NO 2, ELKHORN AVE, SURFERS PARADISE, QLD. AUSTRALIA
2.7 Receiving Bank:
2.8 Address:
2.9 Total face value: USD FIFTY MILLION NINETY-THREE THOUSAND NINETY-NINE
2.10 First tranche: USD FIFTY MILLION NINETY-THREE THOUSAND NINETY-NINE
2.11 Terms & Conditions: KTT type MT103/202
2.12 Transfers date: Month: November / Day: XX / Year: 2024
2.13 Ratio: TRANSACTIONS STRUCTURES / ACCORDING PGL_IMFPA
3. Protocol to start: Party A will send a MT103.
4. PROCEDURES:
I. Receiver provides the CIS after Due diligence; Sender will provide the DOA to the Receiver.
II. Both parties fill out this agreement with complete information to enable point 2 in this agreement.
III. Corporate PGL will then be sent to Party-B with the Party-A details to be signed and stamped by Party-B.
IV. Window time will be agreed between both Parties for the transfer.
V. The issuing bank sends MT199 advance notice via Telex to the receiving bank (The Telex Code of the receiving
Bank will be specified in the Contract).
VI. The receiving bank responds by KTT that is ready to receive.
VII. The sending bank, Party-A transfer the first tranche to receiving bank, Party-B via KTT MT-103.
VIII. The sending bank officer sends a copy of the transfer receipt.
Page 2 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
IX. The receiving bank officer sends a copy of confirmation that the funds have been received.
X. The receiving bank, Party-B within 72 banking hours of receipt and confirmation of KTT advice, Party-B will
then send wire transfer via SWIFT MT-103 as agreed upon proceeds to the bank accounts according to the
Bank PGL and Party-B will immediately provide Party-A with SWIFT copies of the wire transfers.
5. IMPORTANT POINTS:
5.1 Party A-Investor declares that “investment” will be made by clean and clear money funds of non-criminal origin,
free of liens and encumbrances.
5.2 Party B-Partner bears full responsibility for appropriate transfer of funds to the fiduciary account listed below.
5.3 Party B-Partner, …………………. Who is the sole owner of the Receiving Corporation has been fixed a remuneration
which shall, unless agreed otherwise, be equal to certain percentage of the value of the investment made by Party A-
Investor. The Party B-Partner shall release the said amount to the designated fiduciary bank account of Party A.
5.4 PARTY B-PARTNER WARRANTS DO NOT TO USE THE INVESTMENT FUND FOR ILLEGAL PURPOSES. BOTH PARTIES
UNDERSTAND THE LAW "ON MONEY LAUNDERING AND CASH" AND WITH FULL LEGAL RESPONSIBILITY CONFIRM THAT
MONEY OBTAINED LEGALLY.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1 Party A-Investor irrevocably undertakes to:
6.1.2 Grant to the Partner B-Partner, the Investment Fund in the amount and on conditions specified in the
agreement.
6.1.3 Transfer Investment Funds onto the Partner B-Partner’s banking account via the Telex KTT MT103
/202.
6.1.4 Make transfer of Investment from clean and clear money funds of non-criminal origin, free of liens and
encumbrances.
6.2. Party B-Partner irrevocably undertakes to:
6.2.1. Lodge present contract into his Party B-Partner’s receiving bank and arrange reception of Investment.
6.2.2. Receive and accept Investment sent by the Investor via the Telex KTT MT103/202.
6.2.3. Utilize Investment according to the conditions of granting of the Investment Fund.
6.2.4. In any and every case, do not use directly or indirectly Investment fund, or profit received from
investment fund, or any investment for all and any illegal activity, including but not limited to the:
weapons and warfare trade, illegal drug, and narcotics trade, criminal and/or terroristic activity,
slavery, piracy etc.
7. FORCE MAJEURE:
Page 3 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
7.1 Any delay in or failure of performance by either party of their respective obligations under this agreement shall
constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such delays or
failures in performance are not caused by events or circumstance beyond the control of such party.
7.2 The term “Beyond the Control of Such Party “Include Act of War, Rebellion, Fire, Flood, Earthquake, Banks
technical problems or other natural disasters. Any other cause not within the control of such party or which is
by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.
8. ARBITRATION:
8.1 All disputes and questions whatsoever which arises between the parties to this agreement and touching on
this agreement on the construction or application thereof or any account cost, liability to be made hereunder
or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the
arbitration laws of the ICC.
8.2 This agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties
may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This
agreement will be governed by and construed in accordance with the laws of Switzerland. If either party shall
be required to bring any legal action against the other in order to enforce any of the terms of this agreement
the prevailing party shall be entitled to recover reasonably attorney fees.
SIGNATURE OF THE PARTIES:
_____________________________________________
Signed and sealed for and behalf of Party A (SENDER)
Company Name: PELAMIS SOCIEDADE UNIPESSOAL LIMITADA
Represented By: UNG KUOK CHUN
Identity Card Number: 5035128 (7)
Country: MACAU
DATE: 27/11/2024
Page 4 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
_____________________________________________
Signed and sealed for and behalf of Party B (RECEIVER)
Company Name:
Company Name: KHWAJA SDN BHD
Represented By: LEFIANDI AIRLANGGA
Passport Number: C3289831
Country: INDONESIA
DATE: 01/03/2029
1. BANKING COORDINATES:
PARTY A: INVESTOR BANK ACCOUNT TO ISSUE A CASH WIRE TRANSFER VIA TELEX KTT:
BANK NAME: COMMERCIAL DEVELOPMENT BANK
BANK ADDRESS: RUA SUL DO PALANE No 19, EDIF CENTRO COMERSLAL
WA POU, 5 ANDAR , C. MACAU
TELEX CODE: (57) 410118 (CDB F1)
ACCOUNT NAME: PELAMIS SOCIEDADE UNIPESSOAL LIMITADA
ACCOUNT NUMBER: 675-853-8189893-Q2
BANK OFFICER NAME: MR. ROBERT BRUCE
BANK OFFICER TITLE: BANK GOVENOR & CHIEF FINANCIAL OFFICER
BANK OFFICER EMAIL: admin@cdbankcorp.com
BANK TELEPHONE / FAX: +44 02 81239119
FIDUCIARY TO RECEIVE 40.0% OF THE FACE VALUE ON BEHALF FOR PARTY A:
PAYMASTER COMPANY: SKYLINE TRADE CO., LTD.
BANK NAME: KEB HANA BANK / YEOKSAM-YEOK BANKING CENTER
BANK ADDRESS: 207, TEHETAN-RO, GANGNAM-GU, SEOUL, 06141, SOUTH
KOREA
ACCOUNT NAME: SKYLINE TRADE CO., LTD.
ACCOUNT NUMBER 22591002229838
(Foreign Wires)
SWIFT CODE: KOEXKRSE or KOEXKRSEXXX
BENEFICIARIES: SKYLINE TRADE CO., LTD.
SPECIAL INSTRUCTIONS Pre-advice must be sent via swift prior to Wire Transfer. Swift
Advice to be mailed to:
Page 5 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
FIDUCIARY TO RECEIVE 5% OF THE FACE VALUE ON BEHALF FOR PARTY A:
PAYMASTER COMPANY:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER
(Foreign Wires)
SWIFT CODE:
BENEFICIARIES:
SPECIAL INSTRUCTIONS Pre-advice must be sent via swift prior to Wire Transfer. Swift Advice
to be mailed to:
FIDUCIARY TO RECEIVE 5% OF THE FACE VALUE ON BEHALF FOR PARTY A: CLOSED
PAYMASTER COMPANY: FM INVESTMENT
BANK NAME: BANK UBS
BANK ADDRESS: SWITZERLAND
ACCOUNT NAME: FM INVESTMENT
ACCOUNT NUMBER TBA
(Foreign Wires)
SWIFT CODE: TBA
BENEFICIARIES: ALL THE RECEIVERS GROUP
SPECIAL INSTRUCTIONS Pre-advice must be sent via swift prior to Wire Transfer. Swift Advice
to be mailed to:
FIDUCIARY TO RECEIVE PROCEEDS ON BEHALF FOR PARTY B :( 50%) CLOSED
AMOUNT
PAYMASTER COMPANY:
TBA
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
INCOMING FOREIGN WIRES
ACCOUNT NUMBER
(Foreign Wires)
SWIFT CODE:
INCOMING DOMESTIC WIRES
Page 6 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
ACCOUNT NUMBER
(Domestic Wires)
ROUTING NUMBER
(Domestic Wires)
BENEFICIARIES:
SPECIAL INSTRUCTIONS Pre-advice must be sent via swift prior to Wire Transfer. Swift Advice to be
mailed to:
TEXT MESSAGE The S.W.I.F.T. or Clear stream text message covering all remittances shall
clearly state the following: “CLEAN, CLEARED, LIEN FREE AND
UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON
COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON- TERRORIST
ORIGINS, KNOWN BY TRANSACTION NUMBER:
FOR SAME DAY SETTLEMENT and IMMEDIATE CREDIT
2. EACH PARTY is individually responsible for payment of its own taxes arising from the reception of funds under
the present Appendix/Contract.
3. “PARTIES” undertakes do not use the “FUNDS” nor any “PAYMENT” received for use or financing of illegal, criminal
and/or terrorist activity of any kind.
4. PARTIES hereby have agreed that each Party warrants that it shall not reveal any information provided by any
PARTY hereto to any other person or entity not privy to this transaction other than those banking officers, tax officers,
regulatory officers, or other persons or entities necessary to complete the transaction contemplated herein.
“BANKING COORDINATES SWIFT TRANSFERS” FOR INVESTMENTS TO ALL PARTIES INVOLVED, INCLUDING
CONSULTANTS AND INTERMEDIARIES COMMISSION AND FEES
ALL BANKING DETAILS ARE ON PAYMENT GUARANTEE LETTER (PGL) TO BE CORPORATE ENDORSED BY PART
Page 7 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
IDENTITY CARD COPY OF RECEIVER
SENDER’S CORPORATE REGISTRATION CERTIFICATE
Page 8 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
PASSPORT COPY OF RECEIVER
Page 9 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
RECEIVER’S CORPORATE REGISTRATION CERTIFICATE
Page 10 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY
PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:
INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE ACT’’ OR
SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS
CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
EDT DOCUMENTS SHALL BE SUBJECT TO EUROSPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE. EITHER
PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC
MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM
PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
WE HEREBY CONFIRM WITH FULL AUTHORITY THAT THE ABOVE STATED TERMS AND CONDITIONS ARE AGREED AND
ACCEPTED. IN WITNESS WHEREOF, THE PARTIES HERETO BY AFFIRMING WITH THEIR SIGNATURES AND SEALS ON THIS
PAGE CONSIDER THIS AGREEMENT AS LEGALLY BINDING AND ENFORCEABLE FROM THIS DATE.
SIGNATURE OF THE PARTIES:
Page 11 of 12Party A/The Sender
Party B/The Receiver
BUSINESS COOPERATION CONTRACT
AND FINANCIAL INVESTMENT
TRANSACTION NUMBER: THCCL-KTT2024110001
_______________________________________________
Signed and sealed for and behalf of Party A (SENDER)
Company Name: SO81346
Represented By: UNG KUOK CHUN
Identity Card Number: 5035128 (7)
Country: MACAU
DATE: 27/11/2024
_____________________________________________
Signed and sealed for and behalf of Party B (RECEIVER)
Company Name: KHWAJA SDN BHD
Represented By: LEFIANDI AIRLANGGA
Passport Number: C3289831
Country: INDONESIA
DATE: 01/03/2029
>>>END CONTRACT/AGREEMENT <<<
Page 12 of 12Party A/The Sender
Party B/The Receiver
