COOPERATION AGREEMENT IN INTERNATIONAL TRADE

Agreement No.: JSGP-JBI/01-2023

WHEREAS this Agreement (the “Agreement”) is made and entered into on thth, 2023),
is (May 12
by and between:

J. S. GLOBAL PETROLEUM LLC (“JSGP”, Party A) having Enterprise

Code: 2007884382,
which is registered in Azerbaijan at Office 11, 3rd Floor, Amay TM, 23 No
bel Prospekti, Xatai
Reyuno, Baku Az-1025, Azerbaijan legally represented by SYED MAHMO
OD SIRAJ, Passport
Number CX5985912 through a corporate resolution to act as the authority to re
present with absolute
power to sign the agreement on behalf

JBI GROUP LIMITED (“JBI”, Party B) having Enterprise Code: 288750

4 which is registered
in Hong Kong at Unit D 5/F InfoTech Center No 21 Hung TO Road Kw
un Tong KL legally
represented by JI, ZHOUDA, Passport Number EJ4852281 through
th
a corporat
e resolution to act as Floor, Amay TM, 23

the authority to present with absolute power to sign the agreement on behalf

AND

MUSADDIQ BAIG CONSULTANCY (“MBC”, Party C) having Enter

prise Code: VOEN

NUMBER 2007482981 which is registered in Azerbaijan at Office #4, 4

Nobel Prospekti, Xatai Reyonu, Baku, Azerbaijan legally represented b

y MUSADDIQ ALI
BAIG, Passport Number BE3928592 through a corporate resolution to ac
t as the authority to
represent with absolute power to sign the agreement on behalf

AND
BAUCHUAN PRIVATE LIMITED (“Bauchuan”, Party D) having Enterp
rise Code: 2833460,
which is registered in China at 15 A/B Tianjin Mansion Qingdao Free Zone N
o. 63, Beijing Road,
Qingdao 266555, China legally represented by AZIM KHAN, Passport
Number FA0769125

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___________
through a corporate resolution to act as the authority to represent with absolute power to sign the
agreement on behalf

NOW, THEREFORE, in consideration of the agreements and covenants hereinafter set forth, and for
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereby agree as follows

RECITALS

WHEREAS both of the parties have agreed to work on purchase of oil and other commodities, by
mutually agreed bases on individual projects, from time to time. .

IT IS NOW, THEREFORE, AGREED by the undersigned parties to this Agreement that the various
promises, covenants, warranties, and undertakings set forth herein shall constitute good and valuable
consideration, the receipt and adequacy of which the Parties acknowledge by signing below. The
Parties hereto agree to work together in good faith, and cooperation using their best efforts and
resources as set forth below:

1. TERMS OF AGREEMENT

1.1. General

WHEREAS all parties are agreed on the following general terms of this agreement:

1.1.1. This Agreement shall become effective upon execution and shall continue to be in effect to
the date till the issued document (SBLC) stays valid i.e. 366 days.

1.1.2. This Agreement shall be binding upon the Parties, their Principals, Heirs, Successors,
Assigns, Subsidiaries, Attorneys, Agents, or any other party deriving or claiming to derive
benefit here from, or becomes involved with it, or its subject matter in any way,

1.2. Specific

WHEREAS all parties are agreed on the following specific terms of this agreement:

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1.2.1. The Agreement is for mutual cooperation between Parties for the following international
trade transaction undertaken by JSGP:
[Link].
BOMEI Petrochemical (Zhoushan) Co. Ltd, China.
[Link].
Product: PET COKE.
[Link].
Annual Volume (as per SPA) : 1.2 million metric ton.
[Link].
Contract Period: 12 months

2. RESPONSIBILITIES
2.1. J.S. Global Petroleum LLC.
2.1.1.
JSGP is the seller/reseller of oil and other commodities.
2.1.2.
Signing of SPAs with the suppliers (producers) and buyers of oil and other
commodities.
2.1.3.
Undertake smooth execution & monitoring of the trading transactions.
2.2. JBI Group Limited
2.2.1.
Arrange / issue SBLC SWIFT MT 760 of USD 10 million in favor of the MBC or
JSGP or some other party nominated by JSGP, as specified after during the execution of
the Agreement.
2.3. MBC.
2.3.1.
Receive the SBLC mentioned in clause 2.2.3 on behalf of JSGP.
2.3.2.
Undertake further processing of the SBLC as per requirements of the trade
transaction(s).
2.4. Bauchuan.
2.4.1.
Provide necessary liaison and support in China to JBI Group.

3. PROCEDURE
3.1. JSGP shall undertake all matters related with signing of SPAs with the buyer and the supplier
of the mentioned product.
3.2. Once the agreement is signed, the JSGP shall make advance payment of USD 15,000 to JBI
or Bauchuan for mobilization purposes, through bank-to-bank transfer.
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3.3. JSGP shall provide to JBI, the draft verbiage of the SBLC to be issued / arranged by JBI.
3.4. The SBLC issued shall be confirmed, irrevocable, transferable, divisible, assignable at sight
and must be acceptable to MBC or JSGP or its nominated bank
3.5. JSGP shall provide to JBI, bank coordinates where the SBLC shall be received.
3.6. JBI shall provide the company CIS and bank coordinates from where the SBLC shall be
issued.
3.7. Both JSGP and JBI shall mutually confirm at their ends regarding the vi ability of the SBLC
process, in consultation with their respective banks.
3.8. Once the internally working is completed, both Parties shall give a go ahead for the initiation
of the SBLC process, as per international ICC SWIFT protocols.
3.9. Once the SBLC process is successfully executed, any additional requirements / amendments
shall be communicated and mutually agreed upon in writing.

4. WORKING ARRANGEMENT
4.1.1. In lieu of the services provided by the JBI and Bauchuan, the JSGP shall provide an
incentive of 6 USD / MT, on shipment-to-shipment basis.
4.1.2. The incentive shall be directly transferred to the JBI (or its designated) account, within 5
working days after the receipt of funds to JSGP from the Buyer as pay per pay basis.
4.1.3. The advance payment done by JSGP to JBI as per clause 3.2, shall be adjusted in the first
payment from JSGP to JBI. In case of unsuccessful transaction, JBI shall reimburse the
advance payment to JSGP.
4.1.4. In case of any circumstances not covered in the Agreement, both parties shall mutually
discuss and proceed as per mutual consent, in writing.

5. CONFIDENTIALITY:

5.1. Each Party shall treat information disclosed to it by the other Party with respect to the
Initiatives/Projects/Targets (“Confidential Information”), as strictly confidential, including,
but not limited to, all information relating to the Initiatives/Projects/Targets that is
disclosed before or after the Effective Date, whether in writing or other visual form, oral,

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recorded on tape or other media, or disclosed through magnetic or other electronic displays,
inspection of facilities, or discussions between the Parties, including:
5.1.1.
financial, technical, or commercial information, (ii) proprietary information, and
(iii) business and operational information; whether or not such information is labeled
or otherwise identified as private, proprietary or confidential; provided, however, that
the following information shall not be considered Confidential Information:
5.1.2.
Information that, at the time of disclosure or acquisition, was publicly available
or later became publicly available other than by breach of this Agreement or a
confidentiality obligation owed to the disclosing Party;
5.1.3.
Information that, at the time of disclosure or acquisition, was already known to
the recipient, except to the extent such information was disclosed to the recipient
pursuant to an agreement or understanding of confidentiality;
5.1.4.
Information that, after disclosure or acquisition, was received from a third party
that had no duty to maintain the information in confidence;
5.1.5.
All memorandums, reports, valuations, analyses, and summaries prepared by a
third party (which is neither aware of, or subject to the conditions contained in this
Agreement) that include Confidential Information received by any Party or that are
derived from such Confidential Informat ion; or
5.1.6.
Information that is developed by such Receiving Party independently of the
Confidential Information received from the Disclosing Party.
5.2. Except as otherwise expressly provided herein, neither Party shall, unless authorized in
writing by the other Party to do so:
5.3. Distribute or disclose to any person, firm, entity, or corporation (other than those otherwise
authorized pursuant to this Agreement) any of the Confidential Information, or any facts
related thereto; or
5.4. Permit any third party to have access to such Confidential Information. NOT WITH
STANDING THE FOREGOING, each Party and any of its Affiliates(to the extent
disclosed thereto pursuant to this Article 4.3, may disclose Confidential Information to
such Party’s Affiliates and any of such Party’s or such Party’s Affiliates’ employees,

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officers, board members, consultants and attorneys and other persons involved in assisting
such Party or such Party’s Affiliates in connection with the due diligence, evaluation of the
Project, provided that such representatives are informed of the requirements of this
paragraph and agree to be bound in writing by the provisions of this Agreement. A
receiving Party shall be responsible for ensuring that all persons to whom it discloses
Confidential Information under this Agreement shall keep such information confidential,
shall not disclose or divulge the same to any unauthorized person pursuant to the
requirements of this Agreement. “Affiliate” shall mean, with respect to a Party, any Person
who (whether through one or more intermediaries) directly or indirectly controls, is
controlled by, or is under common control with, such Party. “Person” shall mean any
individual, corporation, association, partnership, limited liability company, joint stock
company, trust, unincorporated organization, joint venture, government or political
subdivision or agency thereof.
5.5. In the event a Party who has received Confidential Information from the other Party is
requested in any judicial or government administrative proceeding or investigation to
disclose such Confidential Information, the receiving Party shall, to the extent permitted
by law, give the providing Party prompt notice of such request as soon as possible so that
the providing Party may seek an appropriate protective order.
5.6. If, in the absence of a protective order, the receiving Party is nonetheless advised by
counsel that disclosure of the Confidential information is finally required (after, if advance
notice by the disclosing Party is permitted by law, exhausting any appeal requested by the
providing Party at the providing Party’s expense), the receiving Party may disclose such
Confidential Information without liability hereunder.

6. RETURN OF CONFIDENTIAL INFORMATION:

6.1. A receiving Party shall acquire no proprietary interest in or right to the Confidential
Information and a disclosing Party may demand there turn thereof at any time upon giving
written notice to the receiving Party. Within fifteen (15) days of receipt of such notice or
within fifteen (15) days after the date a Party advises a receiving Party that it has determined

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not to proceed with a transaction in connection with the Project, a receiving Party so notified
or advised shall return all of the original Confidential Information provided to it.
6.2. Not with standing there turn or destruction of such Confidential Information, all obligations
of confidentiality under this Agreement shall remain in effect in accordance with Article 5.1
of this Agreement.

7. OBLIGATION OF THE PARTIES:

The Parties agree to work together in cooperation to accomplish the objectives of the transaction
by performing timely, professionally, and ethically and the Parties agree to carry out their
responsibilities as set forth in this Agreement.

8. LIABILITY:
Each Party acknowledges that it shall be responsible for any loss, cost, damage, claim, or other
charge that arises out of or is caused by the actions of that Party or its employees or agents. No
party shall be liable for any loss, cost, damage, claim, or other charge that arises out of or is caused
by the actions of any other party or its employees or agents.

9. RISK
The Parties acknowledge this business has some inherent risks associated with it such as volatility
of the market, non-performance of a Buyer or Seller and the like. While each Party shall exercise
their best reasonable effort to mitigate such risks, it is understood such risks exist. As such, neither
Party shall hold the other Party liable for any loss caused by a third party or conditions of the
market.

10. PERFORMANCE:
This Agreement can be cancelled only in written agreement of parties by mutual signature. All
Parties will use their Best Efforts with their professional skill to carry out this Agreement
successfully. All terms in the Confidentiality, Non -Circumvention and Non-Disclosure
Agreement Section of this agreement shall survive any termination noted herein for a period of

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one (1) year.

11. GOVERNING
LAW:
This Agreement s
hall be governed
by and interprete
d in accordance
with the Special
Administrative Reg
ion of Hong Kong o
r Azerbaijan

12. DISPUTES:
In the event of disp
utes, the “Parties” a
gree to use their rea
sonable best effort t
o settle all disputes
amicably. However
, when an impasse i
s reached and a disp
ute cannot be other
wise settled, then ,
all disputes arising
in connection with
contracts shall be s
ettled under the rul
es of arbitration of
the Special Admini
strative Region of
Hong Kong or Azer
baijan. The langua
ge of the arbitration
shall be English.

13. SEVERABILI
TY:
If any provision of
this Agreement is
declared invalid by
any court or gover
nment agency, all
other provisions sh
all remain in full fo
rce and effect.

14. WAIVERS:
Waiver by any Part
y of any breach or f
ailure to comply wi
th any provision of
this Agreement by
another Party shall
not be construed as,
or constitute, a cont
inuing waiver of su
ch provision or a
waiver of any other
breach of or failure
to comply with any
other provision of t
his Agreement.

15. TAXATION:
Each Party will be
fully responsible fo
r their own taxatio
n on their share of
earned profits. It is
understood and agr
eed by the Parties t
hat this Agreement
does not create an e
mployer-employee
relationship or a pa
rtnership for tax pu
rposes or for any o
ther reason. The Pa
rties confirm that
they will observe t
he laws of their res
pective jurisdiction
s.
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16. MONEY LAUNDERING:
Parties declare that all Proof of Funds
are good, clean, and unencumbered an
d that these said
funds have not been associated with
illicit or illegal activities opposing an
y existing laws
associated with money laundering an
d/or tax evasion or associated with in
ternational laws
governing the transfer of monies for the
avoidance of debt.

17. OTHER PROVISIONS:

17.1.
Any notices required hereof shall b
e in writing. The Parties acknowled
ge and agree that
such copies (per email) are legally acce
ptable and considered original documen
ts.
17.2.
This Agreement is made in quadru
plicate, with each Party holding tw
o (2) copies.
17.3.
Matters not covered herein may be
discussed separately by both the pa
rties. In case of
any dispute, the dispute shall be settled
by both parties through amiably negotia
tion.

This Agreement commences and becom

es valid when authorized Parties have af
fixed their signatures
to this document.
A
JS Gl
For
obal
& on
Petrol
behal
eum
f of P
LLC
arty-
 B

For
JBI
& on
Grou
behal
p Li
f of P
mited
arty-
Syed M Mr. Ji Zh
ahmood ouda
Siraj
Mana Chief Executi
ging ve Officer
Direct
or

Office 11, 3rd Unit D 5/F Infot

Ad
Floor, Amay T ec CTR No 21
dr
M, 23 Hung
ess
Nobel Prospek To Rd Kwun T
ti, Xatai Reyun ong KL, Hong
o, Kong

CX EJ48522
59 81
85
91
2

Signature

Company Stamp

Signing Date

_______________ ____________
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___________
For & on behalf of Party-C For & on behalf of Party-D
Musaddiq Baig Consultancy Bauchuan Private Limited
Musaddiq Ali Baig Name Mr. Azim Khan
Chief Executive Officer Designation
Co - Partner
Office # 4, 4th Floor, Amay TM, 23 15 A/B Tianjin Mansion Qingdao
Nobel Prospekti, XataiReyonu, Address zone No.63 Beijing Road

BE3928592 Passport No. FA0769125

Signature

Company Stamp

Signing Date

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PARTY “A” – REGISTRATION CERTIFICATE

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PARTY “A” – COPY OF COLOR PASSPORT

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PARTY “B” – REGISTRATION CERTIFICATE

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PARTY “B” – COPY OF COLOR PASSPORT

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PARTY “C” – REGISTRATION CERTIFICATE

PARTY “C” – COPY OF COLOR PASSPORT

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