SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

BUSINESS COOPERATION AGREEMENT

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1. “Project”:is [...]
2. “Contract”: This Business Cooperation Agreement and its attached Appendices form an integral part of the Agreement, along with any amendments, adjustments, and additions made from time to time (if any) signed by Party A and Party B.
3. “Project Management Board” or “Coordination Committee”: This entity is established to assist the Parties in carrying out business cooperation under this Contract and to directly organize, operate, and manage the Project; it has the functions, duties, and powers as agreed upon by the Parties in this Contract and the Rules of Operation of the Project Management Board.
4. “Contribution ratio”: is the % ratio between the capital contribution that the Parties must make and the total investment capital of the Project.
5. “Copper”or “VND”: Meaning the legal tender of Vietnam.
6. “Competent State Agency”:meaning any State agency that has rights and obligations related to any activities of the Project as prescribed by law.
7. “Law”:is the entire legal system of Vietnam.
8. “Fundamental violations”:A breach by a Party to this Agreement that is clearly identified as a fundamental breach or a breach of the Agreement by one Party that causes damage to the other Party to such an extent that the other Party cannot achieve the purpose of entering into this Agreement.

1. Form of capital contribution: [money; land use rights, machinery, equipment, etc.]
2. Capital contribution progress: (specify the number of capital contributions, the amount of capital contributed, and the date of fulfillment of the capital contribution obligation)

1. Form of capital contribution: [money; land use rights, machinery, equipment, etc.]
2. Capital contribution progress: (specify the number of capital contributions, the amount of capital contributed, and the date of fulfillment of the capital contribution obligation)

1. After fulfilling financial obligations (taxes, fees, state charges) to the State, profits from business activities and exploitation of the Project shall be distributed in proportion to the actual capital contribution ratio among the Parties at the time of distribution.
2. Within 60 days from the end of the fiscal year, the Parties shall prepare a plan for the distribution of business results and profits (if any) to the cooperating Parties. The profit distribution rate shall not be lower than […]% of the Project's profit up to the time of distribution.

1. Contribute the full amount of capital committed in accordance with the schedule specified in this Contract and the decisions and agreements between the Parties. Violation of this obligation constitutes a fundamental breach.
2. Use Party B's capital contribution and make investments in accordance with the purpose and agreements set forth in this Contract.
3. Appoint personnel to participate in the Project Management Board as stipulated in this Contract.
4. Responsible for submitting financial reports and audit results of the Project to Party B upon Party B's request or immediately after completing the financial report and audit. Every two months, Party A must notify Party B in writing of the status and progress of the Project implementation so that Party B can keep abreast of developments and make appropriate plans for its capital contribution and other related investment activities in the Project.
5. Responsible for performing legal procedures related to the Project to accelerate the progress of investment, construction, and business operations to ensure the Project's business efficiency. In the event that the Project is not approved by the competent State agency or for any other objective reason that prevents the Project from being implemented, Party B must return the entire capital contribution of Party A to Party A.
6. The business results shall be divided in accordance with the provisions of this Contract.
7. Support and perform relevant procedures when Party B enjoys the results of investment cooperation in accordance with the law. Violation of this obligation constitutes a fundamental breach.
8. Other rights, obligations, and responsibilities under this Contract and the provisions of the law.

1. Contribute the full amount of capital committed in accordance with the schedule specified in this Contract and the decisions and agreements between the Parties. Violation of this obligation constitutes a fundamental breach.
2. Require Party A to provide written documentation regarding the implementation status of the Project; require Party A to provide records and documents related to cost accounting, business results, and financial records (financial statements, balance sheets, business performance results, etc.) of the Project.
3. Have the right to express opinions and decide to agree or disagree on all matters related to the Project throughout the entire investment implementation process until the conclusion of the Project investment, including the approval of the investment project, the establishment of the Project Management Board, the business plan for products, etc.
4. Have the right to appoint persons to participate in the Project Management Board in accordance with the provisions of this Contract.
5. May assign part or all of its investment capital contribution under this Agreement to the other Party or a third party.
6. The business results shall be divided in accordance with the provisions of this Contract.
7. Perform tax obligations within the scope of one's responsibilities as prescribed by law.
8. Other rights, obligations, and responsibilities under this Contract and the provisions of the law.

• In the event that one of the Parties is late in contributing capital, the Party that is late in contributing capital shall bear late payment interest of 0.051% per day of the amount of capital contributed late. The penalty shall be paid by the violating Party to the other Party. The period of late capital contribution shall not exceed 60 days from the due date of capital contribution.
• If a Party is more than 60 days late in contributing capital from the due date, in addition to the liability for late payment interest as stated above, the Party that is late in contributing capital shall lose the right to cooperate in the Project investment as agreed in this Contract. In that case, the capital of the Party that violates the capital contribution schedule shall be handled as follows:

• The defaulting Party shall transfer its capital contribution to the other Parties or to a third party designated by the other Parties without the consent of the defaulting Party, at a transfer price equal to the value of the defaulting Party's contribution. By this Agreement, the Parties agree and confirm that the Party in breach of the capital contribution schedule automatically authorizes and agrees to the aggrieved Party to handle its entire capital contribution in accordance with this agreement in the event of a breach of the capital contribution schedule exceeding 60 days from the capital contribution deadline.
• In addition, the party that is late in contributing capital must compensate the other parties for the damages they have suffered as a result of the late contribution of capital by the party that is late in contributing capital.

• The violating party shall be fined at a rate equal to 81% of the total investment capital of the Project as provisionally calculated by the parties in Article 2 of this Contract; and
• Must compensate for all damages incurred as a result of the violation;
• If Party A breaches the Contract, the other Parties shall have the right, but not the obligation, to unilaterally terminate the Contract (suspend performance of the Contract) without incurring any liability or obligation to the breaching Party.

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