INTERNATIONAL CHAMBER OF COMMERCE (I.C.

C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Contract Code : URT/31774KZ-HFIG_07/23

Seller’s Code : URT/151/23
Buyer’s Code : 20230518EN590.TOO.01
Type of deal : ULTRA LOW SULPHUR DIESEL FUEL “EN590-10PPM”
Product : ULTRA LOW SULPHUR DIESEL FUEL “EN590-10PPM”
Product origin : KAZAHKSTAN
Contract : 100,000 MT +/- 5% SPOT + 200,000 MT x 12 MONTHS.
Quantity
Price : US$420.00 CIF Net per MT.
Contract Period : July 2023 〜July 2024
Delivery Terms : The Seller has sold, and the Buyer has bought ULTRA LOW
SULPHUR DIESEL FUEL OIL “EN590-10PPM” hereinafter
referred to as the Goods, originating in the Republic of
Kazakhstan, quality whereof to conform to Appendix 2 to the
present Contract, to be delivered on terms CIF US$420.00
Gross Per MT CIF Qingdao Port, China. The shipment will be
made from Vladivostok Port in Russian Federation. Decided
from the selling party.
Seller's Name : HONG KONG HENGHUAXIN INVESTMENT CO., LIMITED
Seller's side : MRS. WANG,WENLI
Representative
Buyer's Name : SNXI SHENMUHAI TRADING CO.,LTD
Buyer's Side : ZHANG ZHI HENG 张志恒
Representative
Contract Date : 11 July 2023

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 1 of 16
 NON-CIRCUMVENTION, NON IRREVOCABLE MASTER FEE
DISCLOSURE & WORKING PROTECTION AGREEMENT
AGREEMENT (NCNDA) (IMFPA)

WHEREAS the undersigned wish to enter into this

Agreement to define certain parameters of the future We the undersigned herewith referred as the
Buyer, under penalty of perjury do hereby
legal obligations, are bound by a duty of
irrevocably confirm and irrevocably accept to pay all
Confidentiality with respect to their sources and intermediaries and fee holders at the same time and
contacts. This duty is in accordance with the in a manner as the seller is being paid for each
International Chamber of Commerce. and every transaction of this contract up to the
completion of the contract plus rollovers and
WHEREAS the undersigned desire to enter a working
extensions and in accordance with the bank
business relationship to the mutual and common details to be specified in this contract.
benefit of the parties hereto, including their affiliates,
We, the BUYER, irrevocably confirm that we will
subsidiaries, stockholders, partners, co-ventures,
order and direct our bank to endorse automatic
trading partners, and other associated organizations payment orders to the beneficiaries named below;
(hereinafter referred to as "Affiliates") furthermore, We, the BUYER, confirm that all pay
orders shall automatically transfer funds as directed
into each beneficiaries designated bank account
NOW THEREFORE in consideration of the mutual within 1
promises, assertions and covenants herein and other (one) day after the date of closing and completion
good and valuable considerations, the receipts of which of each and every shipment of the product
provided that the buyer has received payment on
is acknowledged hereby, the parties hereby agree as any credit purchases during the contract term plus
follows: any/or extensions and rollover of the specified
contract. For the purpose of clarity, we confirm
that the closing and completion of each and every
1. TERMS AND CONDITIONS
shipment shall be deemed to take place when the
A. The parties will not in any manner solicit, letter of credit issued by the buyer has been
nor accept any business in any manner drawn down at the counters of the issuing bank.
from sources or their affiliates, which
We, the BUYER, agree to provide all beneficiaries
sources were made available through this
with written evidence of the pay orders lodged with
agreement, our bank together with acknowledgements of their
without the express acceptance. Furthermore, our bank shall be
instructed to provideduly signed and
permission of the party who made available
stamped
the source and, acknowledgement of this instruction as set out in
B. The parties will maintain complete the annex. Forming part of this agreement. It is
understood that for the purposes of this
confidentiality regarding each other's
Master Fee Protection Agreement, our bank shall
business sources and/or their Affiliates and be the same bank and this IMFPA acts as an
will disclose such business sources only to integral part of it.
the named parties pursuant to the express
We the undersigned being BUYER or the seller
written permission of this party who made
named legally authorized representative as stated
available the source, and, within the signed and legally binding main
C. That parties are desirous of entering into a transaction, contract unconditionally agree and
undertake to approve and originate all payments
mutual beneficial agreement and to the best
in ZAR currency to all beneficiaries named below
of their abilities will assure the other as their rightful and

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 2 of 16
 That all transaction codes established will not payable commissions.
be affected.
This agreement also acts as a record confirming the
commission amounts for each named beneficiary as set
D. That they will not disclose names, out below.
addresses, e-mail address, telephone
and tele-fax or telex numbers to any TOTAL COMMISSION SHALL BE PAID BY
THE SELLER AS FOLLOWS：-
contacts by either party to third parties other
The amount of delivered refinery should be settled as
than business partners related to this herein stated to be transferred into the account as follows:
agreement and that they each recognize
TERM & CONDITIONS:
such contacts as the exclusive property of
This master fee protection agreement covers the initial
the respective parties. contract and shall include any renewals, extensions,
E. Both parties agree that they will not enter rollovers, additions or any new or transfer contract any
how originated from this transaction because of the
into any direct negotiations or transactions
above intermediaries or changing codes of the initial
with such contacts revealed by the other contract entered into between the BUYER and SELLER.
party - date and time stamps will be used to
establish origin and time of such information This master fee protection agreement and any
subsequently issued pay orders shall be assignable,
as such information could already be in the transferable and divisible and shall not be amended
hands of the other party without the express written and notarized consent of the
F. For the sake of this agreement, it does not receiving beneficiary. All parties agree neither to
circumvent nor to attempt circumvent either for the
matter whether information is obtained from
transaction of this current contract or in the future for a
a natural or a legal person. period of three (3) years from the date of the execution
G. In the event of circumvention of this of this fee protection agreement. This document binds all
parties, their employees, associates, transferees and
Agreement by either party, directly or
assignees or designees.
indirectly, the circumvented party shall be
entitled to a legal monetary penalty equal to All faxed and/or e-mailed signatures shall be considered
the maximum service it should realize from as original signatures for the purpose of binding all
parties to this agreement.
such a transaction plus any and all This document may be signed & in any number of
expenses, including but not limited to all counterparts all of which shall be taken together and
legal costs and expenses incurred to shall constitute as being one & the same instrument.
Any party may enter into this document and the agreement
recover the lost revenue. Paragraphs D and
constituted thereby by signing any counterpart any time,
E shall apply to establish circumvention. date or period mentioned in any provision of this document
H. All considerations, benefits, bonuses, shall only be amended by agreement in writing and
participation fees and/or commissions signed off by all parties concerned.
received as a result of the contributions of Furthermore, we agree that any and all commissions due
the parties in the Agreement, relating to any shall be paid to the beneficiary as a result of any
and all transactions will be allocated as extension or rolls of the contract and that we shall effect
mutually agreed. all necessary documentation with our bank without any
I. This Agreement is valid on all transactions undue delays to ensure such commissions and
between the parties herein and shall be
governed by the enforceable law in All
Commonwealth Countries, European
Union Countries, USA Courts, or under
Swiss Law in Zurich, in the event of

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 3 of 16
 dispute, the arbitration laws of the Country paid within the terms of the agreement.
under which jurisdiction the contract is signed,
PARTIAL INVALIDITY:
will apply. The illegality, invalidity and non-enforceable
J. The signing parties hereby accept such provision of this document under the laws of any
selected jurisdiction as the exclusive venue. jurisdiction shall not affect its illegality, validity or
enforceability under the law of any other
The duration of the Agreement shall jurisdiction or provision.
perpetuate for three (3) years from last
date of signing with a possible GOVERNING LAW AND JURISDICTION:
This document shall be governed & construed in
renegotiation of a new term.
accordance with current English or I.C.C
400/500/600 signed between partners NCND laws.
2. AGREEMENT TO TERMS
A. Signatures to this Agreement received byARBITRATION:
the way of Facsimile, Mail and/or E-mail All parties agree to refer any disputes between the
parties arising out of or in connection with this
shall be deemed an executable contract.
agreement including any questions regarding its
Agreement enforceable and admissible for existence, validity or termination to arbitration
all purposes as may be necessary under the rules of the international arbitration centre (I.A.C).
terms of the Agreement. The appointed arbitrator shall hold the
proceedings in any country chosen by the parties
B. All signatories hereto acknowledge that they and the rules of the IAC shall apply.
have read the foregoing Agreement and by This document is signed and accepted by parties
their initials and signature that they have full named below as to be included in the main contract.
and complete authority to execute the
document for and on behalf of the party for
which they have given their signature.

''Accepted and agreed without change (Electronic signature is valid and accepted as hand
signature)"

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)

1. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the

United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
2. EDT documents shall be subject to European 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.

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
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 NON-CIRCUMVENTION, NON IRREVOCABLE MASTER FEE
DISCLOSURE & WORKING AGREEMENT PROTECTION AGREEMENT
(NCNDA) (IMFPA)

THE SELLER
Name: MRS. WANG,WENLI

Passport: EJ6431859

Nationality: CHINA

Company
HONG KONG HENGHUAXIN INVESTMENT CO., LIMITED
Name:

Designation: MRS. WANG,WENLI

FLAT/RM B 5/F GAYLORD COMMERCIAL BUILDING 114-118 LOCKHART ROAD, HONG

KONG
Address:

Telephone:

Fax:

Mobile:
Email Address :

Web Address:

BTC Address:

Today's Date: 11 July 2023

HONG KONG HENGHUAXIN INVESTMENT CO., LIMITED

SIGNATURE
& SEAL

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 5 of 16
 NON-CIRCUMVENTION, NON IRREVOCABLE MASTER FEE
DISCLOSURE & WORKING AGREEMENT PROTECTION AGREEMENT
(NCNDA) (IMFPA)

THE BUYER
Name: ZHANG ZHI HENG 张志恒

Passport: EB9682110

Nationality: CHINA

Company
SNXI SHENMUHAI TRADING CO.,LTD
Name:

Designation: ZHANG ZHI HENG 张志恒

ROOM  11604 BUILDING 1,NO9 XING QING ROAD  BEILIN DISTEICTXIAN CITY SHANXI
PROVINCE
Address:

Telephone: +86 13289289888

Fax:

Mobile:
Email Address:
rhgw@163.com

Web Address:

BTC Address:

Today's Date: 11 July 2023

SNXI SHENMUHAI TRADING CO.,LTD

SIGNATURE
& SEAL

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 6 of 16
 NON-CIRCUMVENTION, NON IRREVOCABLE MASTER FEE
DISCLOSURE & WORKING AGREEMENT PROTECTION AGREEMENT
(NCNDA) (IMFPA)

SELLER'S MANDATE
Name: Commission:

Beneficiary's
Passport:
Name:

Nationality: Account Name:

Company
Account:
Name:

Designation: Bank Name:

Address: Bank Address:

Telephone: Swift Code:

Fax: EMAIL:

Mobile: Bank Officer:

Email Address: Bank Telephone:

BTC Address: Bank Fax:

Today's Date:

SIGNATURE
& SEAL

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 7 of 16
 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE
AGREEMENT (NCNDA) PROTECTION AGREEMENT (IMFPA)

INTERMEDIARY - 1
Name: Commission:

Passport: Beneficiary's
Name:

Nationality: Account Name:

Company
Account:
Name:

Designation: Bank Name:

Address: Bank Code:

Telephone: Iban:

Fax: BIC:

Mobile: Bank Officer:

Bank
Email Address: Telephone:

BTC Address: Bank Fax:

Today's Date: Email Address

SIGNATURE
& SEAL

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 8 of 16
 NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE
AGREEMENT (NCNDA) PROTECTION AGREEMENT (IMFPA)

INTERMEDIARY - 2
Name: Commission:

Passport: Beneficiary's
Name:

Nationality: Account Name:

Company
Account:
Name:

Designation: Bank Name:

Address: Bank Code:

Telephone: Iban:

Fax: BIC:

Mobile: Bank Officer:

Bank
Email Address: Telephone:

BTC Address: Bank Fax:

Today's Date: Email Address

SIGNATURE
& SEAL

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
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 ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARIES ABOVE

NOTARY PUBLIC
(if necessary and/or desired)

ON THIS DATE OF: ………………../.................................2019

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED THE

FOLLOWING:

TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND WHO EXECUTED THE

FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS
THEIR FREE ACT AND DEED.

MY COMMISSION EXPIRES:

NOTARY PUBLIC SIGNATURE

OFFICER NAME:

TITLE:

NOTARY PUBLIC NAME:

ADDRESS:

TEL:

TODAY'S DATE:

[SEAL]

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
Page 10 of 16
 BANK ENDORSEMENT

THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN
LODGED WITH US AND WILL BE EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS
STIPULATED IN THIS DOCUMENT.

1st BANK OFFICER SIGNATURE

BANK OFFICE NAME:

TITLE: PIN NUMBER:

BANK NAME:

BANK ADDRESS:

BANK TEL:

TODAY'S DATE:

[SEAL]

2nd BANK OFFICER SIGNATURE

BANK OFFICE NAME:

TITLE:

PIN NUMBER:

BANK NAME:

BANK ADDRESS:

BANK TEL:

TODAY'S DATE:

[SEAL]

END OF DOCUMENT
.

Non-Circumvention, Non-Disclosure & Working Agreement

Irrevocable Master Fee Protection Agreement
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Non-Circumvention, Non-Disclosure & Working Agreement
Irrevocable Master Fee Protection Agreement
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