Contract number: TRA/LS2/20B/Nov2023

Transaction code: TRA/LS2/20B/Nov 2023

Annex: TT WIRE TRANSFER.20B
THE DEED OF AGREEMENT

This Agreement (hereinafter referred to as “Agreement”) is entered into on this 10 th day of Sept 2024 by
and between the following parties:

PARTY A
COMPANY NAME Gas Extra Inc.
COMPANY ADDRESS 2nd Floor Berkeley Square House, Mayfair London, UK
COMPANY REG. NO. 53609221168
REPRESENTED BY Mr. Hector Pereira CEO
PASSPORT NUMBER GD784637
DATE OF ISSUE 23/02/2022
DATE OF EXPIRY 22/02/2032
ISSUE OF COUNTRY Brasil
BANK NAME UBS AG
BANK ADDRESS Paradeplatz 6, 8001 Zurich Switzerland

BANK ACCOUNT NAME Gas Extra Inc.

ACCOUNT NUMBER 2406553000A

And

PARTY B
COMPANY NAME Long Seas Limited
COMPANY ADDRESS Rm909,Austin Tower 22-26 Austin Ave. Tsim Sha Tsui Hong Kong
COMPANY REG. NO. 1705031
REPRESENTED BY Cheng Zhibo
PASSPORT NUMBER EJ5812271
DATE OF ISSUE Apr. 8th 2022
DATE OF EXPIRY Apr.7th 2032
ISSUE OF COUNTRY China
BANK NAME China Minsheng Banking Corp. Ltd-Hong Kong Branch
BANK ADDRESS 40/F Two Int’l Finance Centre 8 Financial Street Central HK
SWIFT MSBCHKHH
BANK ACCOUNT NAME Long Seas Limited
ACCOUNT NUMBER 800022185238
Both Party A and Party B together refer to as “Parties” collectively, conclude an agreement of
such content contained herein refers to as the “Agreement”, hereinafter.

WHEREAS:

1. Party A is legally established and existed company with limited liabilities according to the
relevant laws of Brazil with a license number of 53600221168 and represented by Mr.
Hector Pereira, Chief Executive Officer, and is able to raise investment funds globally
especially in Europe.

2. Party B is legally established and existed company with limited liabilities according to the
laws of the British Virgin Island, Mr. Cheng Zhibo is President of the Board;

Party A’s Initials:_________ Party B’s Initials: __________

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B
3. Party B is qualified to purchase the land and licensed to develop the land and real estate
project, with local knowledge on land potential appreciation in Hong Kong and United
States and experience on land acquisition and development;

4. Party A is willing to invest its funds and Party B is willing to invest its expertise on local
land transaction and land development, together to acquire land and develop land in Hong
Kong and US for profits.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good
and valuable consideration, the receipt and sufficiency of which are herein acknowledged,
Parties agree as follows:

1. Objective of this Agreement

Party A will contribute cash funds for land purchase and land development and Party B will
contribute its eligibility to purchase land, its expertise on land transaction and local land
appreciation trends as well as local political resources, forming a partnership in contract to
explore the benefits from land appreciation in Hong Kong and US under this Agreement.

2. Investment Amount and method of fund transfer

2.1 Party A will reinvest 820 millions EURO in partnership with Party B in two tranches
under this Agreement.
- First tranche is EURO 50,013, 000
- Second tranche is EURO769, 987,000

2.2 MT 103 Cash Transfer of SWIFT SYSTEM is going to be used which is satisfied with
UBS AML.

3. Areas for Investment

3.1 50% of total investment, approximately Euro410million , will be allocated to land

acquisition and development. Attached action plan indicates where Party B is going to
acquire the land and its budgets for acquisition.

3.2 50% of total investment, approximately Euro410million, will be invested in other project
with sound investment return, Party B shall submit such projects to Party A within three
months upon received the investment funds.

4. Profits Sharing and Distribution

4.1 Parties will share with the net profits resulting from land acquisition and appreciation as
well as land development by 50% to 50%.

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B
4.2 Once the land and its development has been liquidated, Party B is responsible to
distribution Party A’s sharing within 5 working days.

4.3 In calculation of the profits, the investment amount shall be actual arriving funds, minus
any broker’s fee ,consultant fee , mandate fee paid and any amount that Party A may
exercise any early redeem.
4.4 3% of management fee annually will be charged by Party B.

5. Statement and representation by Party A

4.1 Shall raise funds subject to this Agreement in full compliance with the laws and
regulations of the jurisdiction where such funds are raised.

4.2 Shall do a full due diligence on those funds, ensuring that such funds subject to this
Agreement are clean, not involved with any criminal activities, such as drug deals,
terrorist activities, counterfeiting and sanctioned by any authority, as well as meet any
and all AML proceeding of the jurisdiction where such funds are raised.

4.3 Lawfully possesses those funds and has full authority to dispose those funds.

6. Term of the Agreement

The term of this Agreement shall be fifteen years, starting from the date of the investment
funds transferred and credited into the account of Party B.

7. Costs and Expenses on operation

7.1 Parties agree each party will bear its own costs in this venture of partnership. Party A
shall bear its fundraising costs or other administrative expenses; whereas Party B shall
bear its public relation costs and other administrative expenses.

7.2 all tax related to the sale on the land shall be deducted from profits before distribution.

8. Tax Responsibilities

Any tax liability arising from the investment shall be treated as costs of the investment and
deducted from the gross profits.

9. Statements and Representation of Party B

9.1 Shall be responsible for the daily operation;

9.2 Shall have fiduciary duty to protect the Investment;

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B

9.3 Is responsible to bookkeeping all investments, and if Party A calls for an audit, Party B
shall facilitate with any audit group appointed by Party A and in such case, Party A shall
send a written notice for the audit and coordinate with Party B for the time and place to
conduct the audit;

9.4 Shall provide to Party A quarterly the financial statement on investments, and

9.5 Shall pay broker’s fee, consultant fee, mandate fee if any, provided that the broker fee
shall not exceed 15% of investment funds transferred.

10. Early Redeem on Investment

10.1 Party A has right to have an early redeem or reinvest to its nominated projects, up
to 40% of investment fund transferred, within the first month of money transferred.

10.2 Afterwards, Party A cannot redeem or reinvestment anytime.

10.3 If Party A call early redeem, exceeding amount of 10.1, constitute termination of
this agreement.

11. Termination of the Agreement

11.1 Termination on agreement, any time during the Term, if Parties agree in writing
to terminate this Agreement, Party B shall initiate liquidation proceeding to dispose all
land and its development and distribute the profits under this Agreement.

11.2 Mandatory termination: At end of the Term, Party B shall mandatorily liquidate
all land and its development no matter whether there are any profits or not, unless
otherwise agreed by Parties in writing.
11.3 If early redemption under 10.3 ，party A must pay all 15years management fee by
bullet and further 20% penalties will be charged.

12. Confidentiality

12.1 Each of the Party shall:

a. keeps secret and confidential the Confidential Information and without the prior
written consent of the Disclosing Party, not to disclose to any third party, the
Confidential Information;
b. not use any of the Confidential Information received for any purpose other than
the performance of its obligations under this Agreement or any other agreement
entered into between the Parties;
c. takes any and all necessary measures in order to protect the Confidential
Information from disclosure, such measure being at least similar to those taken by
the Receiving Party to protect its own confidential information, including entering

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B
into any confidentiality agreements as may be requested by the Disclosing Party;
and
d. makes only a reasonable number of copies of such Confidential Information,
provided that appropriate notices are placed and maintained thereon, and that
practices and procedures are instituted and enforced as necessary to protect the
confidentiality thereof.
Each Receiving Party undertakes that such Party shall not at any time copy or
divulge, communicate, or make accessible to any third party (except as may be
necessary for the Receiving Party to perform its obligations hereunder or as may
be required under Applicable Law) or use for its own purpose any Confidential
Information disclosed by the Disclosing Party.

12.2 Authorized Disclosure

However, it is agreed between the Parties that the Receiving Party shall not be in
breach of the provisions of Clause 12.1.a. to the extent disclosure of any
Confidential Information is required by a judicial, legislative or regulatory agency
or any governmental authority of proper jurisdiction pursuant to investigative,
regulatory, enforcement or judicial proceedings conducted by such authority
provided that the Receiving Party gives the Disclosing Party prompt written
notice of such requirement to disclose such Confidential Information and co-
operates with the Disclosing Party in securing confidential treatment for such
Confidential Information.

12.3 The foregoing obligations as to confidentiality shall remain in full force and
effect notwithstanding any termination of this Agreement.

13 Governing Law and Venue for disputes

13.1 This Agreement is a full recourse investment commitment enforceable under

the laws of jurisdiction of the countries where this transaction is effectuated, and
any dispute is to be resolved under the ICC rules for arbitration.
13.2 All disputes and disagreements, which can arise during execution of the
present agreement or in connection with it, will be solved by negotiation between
the Parties. In case the Parties will not come to the agreement, the disputes and
disagreements are to be settled by The London Court of International Arbitration
(UK) made up by one arbitrator.
13.3 The Parties hereto acknowledge and agree that any discrepancy and/or dispute
in application of this Agreement will be solved amicably. If it is not possible, the
arbitration procedure is to be followed.
13.4 This Agreement is intended to be performed in accordance with, and only to
the extent permitted by all applicable laws of jurisdiction, ordinances, rules and
regulations. If any provision of this Agreement be considered invalid or
unenforceable,

Party A’s Initials:_________ Party B’s Initials: __________

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B

13.5 then, the reminder part of this Agreement shall not be affected (if agreeable by
both Parties) and shall be enforced to the greatest extend permitted by law.

14 General provisions

14.1 Successors and Assigns: This Agreement shall inure to the benefit of and be
binding on the parties hereto and their respective heirs, successors, legal representatives
and assigns.

14.2 Codes of Identification: The Parties agree that all documents related to the
transactions bear the codes listed on page 01 of this Agreement and that the said codes
remain unchangeable within this Agreement duration, including all rollovers, extensions
and additions.

14.3 Attorney Fee: In any Legal action, proceeding, or arbitration between Parties
arising out of this Agreement, each party shall be borne to its attorney fees and costs.

14.4 Amendments: No addition to or modification of any clause in this agreement

shall be binding on Parties unless made by a written instrument and signed by the
signatories to this agreement or their duly authorized representatives.

14.5 Whole Agreement: This agreement sets out the entire agreement and
understanding of Parties and is in substitution of any and all previous written or oral
agreements among Parties. This agreement may be signed by separate copies which
when taken together constitute a binding agreement.

14.6 Consent or Waiver: No consent or waiver, expressed or implied, by any party

hereto of or to any breach or default by any other party hereunder shall be deemed or
construed to be a consent or waiver of or to any other breach or default hereunder of the
same or any other obligations of such parties.

14.7 Effectiveness: upon signing by represented persons from Party A and Party B,
this Agreement become effective immediately.

15 Communications
15.1 Communication with banks will be limited to those between the Party A’s
bank and Party B’s bank and only by between authorized bank
officers/representatives, including principals of Party A and Party B, in the course of
completion of this transaction. No communication by any other party is permitted
without prior written consent of the named account holders.
15.2 Any notice to be given hereunder from either Party to the other shall be in
writing and shall be delivered by fax to the telefax number or by e-mail to e-mail
address of the respective Party as provided herein. The Parties agree that

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B
acknowledged e-mail or telefax copies are treated as legally binding original
documents.E-mail copies,

scanned and sent on e-mail as photo, of this Agreement and exchange of

correspondence duly signed and/or executed shall be deemed to be original and shall
be binding and are regarded as original and good for any legal purpose.
15.3 EDT- Electronic Document Transmittal & Counterparts: This Agreement may
be executed in multiple copies at different times and places, each being
considered

15.4 an original and binding. All facsimile/electronic

transmittal/communications, including electronic signature, relating to this
Agreement and which are mutually accepted by the Parties, shall be deemed legally
binding and enforceable documents for the duration of the transaction. And as
applicable, this Agreement shall:
15.4.1 Incorporate U.S. Public Law 106-229, "Electronic Signatures in Global and
National Commerce Act" or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001);
15.4.2 Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000)
adopted by the United Nations Centre for Trade Facilitation and Electronic
Business (UN/CEFACT);
15.4.3 All electronically submitted documents shall be subject to the European
Community Directive No. 95/46/EEC, as applicable.

(There is no official content below)

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B

(This is a signing page)

On behalf of Gas Extra Inc.

________________________________
SIGNATURE
NAME: Mr. Hector Pereira
POSITION: C.E.O.
PASSPORT NO.: GD784637
ISSUE DATE: 23/2/2022
EXPIRY DATE: 22/2/2032
PLACE OF ISSUE: Brazil

On behalf of Longseas limited

__________________________________
Signature
Name:Cheng Zhibo
Postion :CEO
Passport No:EJ5812271
Issue day:08/04/2022
Exp day:07/04/2032
Issue place:Beijing

Party A’s Initials:_________ Party B’s Initials: __________

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Contract number: TRA/LS2/20B/Nov2023
Transaction code: TRA/LS2/20B/Nov 2023
Annex: TT WIRE TRANSFER.20B

PLACE OF ISSUE: China

Party A’s Initials:_________ Party B’s Initials: __________

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