MEMORANDUM OF UNDERSTANDING

ON COOPERATION IN **** PPP PROJECT

This Memorandum of Understanding (the “MOU”) is made in Beijing, t People’s Republic of China, on this day of …… June 2020 among:

(1) …………………………Company Limited (hereinafter referred to as “………”, which

shall mean and include its successors, affiliates and permitted assignees), a company duly organized and existing under the laws of the People’s Republic of China, with its principal office at …………………………………………………..Beijing, People’s Republic of China.

(2) ………………………….Company Limited(hereinafter referred to as “……….”,

which shall mean and include its successors, affiliates and permitted assignees), a company duly organized and existing under the laws of the People’s Republic of China, with its princi pal office at …………………………………………………..Beijing, People’s Republic of China.

(3) ………………………….Company Limited(hereinafter referred to as “……….”,

which shall mean and include its successors, affiliates and permitted assignees), a company duly organized and existi ng under the laws of the People’s Republic of China, with its principal office at …………………………………………………..Beijing, People’s Republic of China.

Hereinafter, each of the parties to this MOU shall be individually referred to as a "Party" and collectively refer red to as the “Parties”.

WHEREAS:

(A) The Department of Highways of the Ministry of Construction of **** (the “Employer”)

has issued an invitation to local and/or international firms to submit the Expression of Interest (the “EOI”) for the **** PPP Proje ct (the “Project”) on 18th Jan 2020.

(B) The Parties have the financial strength, technical know-how and considerable

experiences in the field of infrastructure development.

(c) The Parties enter into this MOU in order to form a Consortium and submit the EOI for

the Project to the Employer.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. OBJECTIVES

(a) The Parties intend to work together to form a Consortium and submit the EOI to

the Employer in order to prequalify the Project.

(b) All Parties are well aware and understand that this MOU is executed only aiming

for the EOI submission for the Project.

2. SCOPE OF WORK

(a) The Parties agree to undertake the process in order to form a Consortium legally

including the execution of the Consortium Formation Agreement.

(b) The Consortium shall include all the Parties to this MOU. In case of new Parties

admission, the Parties may admit them into the Consortium by unanimous

decision in accordance with the terms and conditions of the Consortium

Formation Agreement.

(c) The Parties shall cooperate in order to jointly prepare the EOI submission for the

Project together with the required documents.

3. STRUCTURE OF COOPERATION

After the Consortium have been pre-qualified for the Project, the details of the structure of cooperation including financing, revenue sharing, costs and expenses, feasibility studies, acquisition of relevant licenses/approvals/permits, provision of professional and technical expertise as well as the knowledge and know-how for the Project will decided by the Parties through further negotiations and discussions in good faith.

4. Confidentiality

This MOU and all information disclosed or furnished by one Party to the other Parties in connection with the MOU shall be deemed confidential during the period of validity and two (2) years after the termination of this MOU. This information shall not be disclosed or furnished to any third party except for the appropriate purpose of development and implementation of the Project. The receiving Parties shall protect the information with the same confidentiality as applies to the Parties.