IRON ORE SALE CONTRACT

Contract No: CAPITALLINK-FE63-201012

Date: 24th Nov.2010
Between
Buyer: CAPITAL LINK INTERNATIONAL TRADING LTD
Address: MBJ2336 RM6 1/F LA BLOG., 66 Corporation Road,
Grangetown, Codiff, Wales, UK CF11 7AW
Tel: 44-029-20235376
Fax: 44-029-20235374
Represented By: Mr. Nguyen Tien Thanh
Position: General Director
And
Seller: TOAN THANG COMPANY LIMITED
Address: No.16, Hang Tre street, Hoan Kiem district, Hanoi City, Vietnam
Tel: 84-4-39438885
Fax: 84-4-39438884
Represented By: Mr. Tran Toan Thang
Position: Director

We, the SELLER hereby agree to sell and BUYER hereby agrees to purchase the iron ore fines in
accordance with the terms and conditions as hereinafter set forth.
Article 1 : DEFINITIONS
In this CONTRACT, the following terms shall, unless otherwise defied, have the following
meanings:
a) US Dollars and US Cents means respectively dollars and cents in lawful currency of the
United States of America
b) Ton means metric tons of 1000 kgs as defined in the “international system
of units”.
c) DMT Dry Metric Tons means a metric ton of ore on dry basis with 0%
moisture.
d) References to Ore a “Natural Basis” means Ore in its natural or wet state
e) References to Ore a “Dry Basis” means Ore dried at 105 degrees Centigrade
f) Parties means Buyer and Seller both together
g) Loading port means the Vietnam Port(s) where the materials or commodity of
this Contract will be loaded onto the vessel
h) CIQ means Entry-Exit Inspection and Quarantine of P.R. China
i) CIF, CFR, FOB shall have the meaning ascribed thereto in INCOTERMS 2000 (
as amended from time to time), except as modified by this contract
j) Article & Clauses both the article and clause in this contract shall have the same
meaning
Article 2 : COMMODITY
a) Name of commodity : Iron Ore
b) country of Origin : Vietnam
c) Packing : In bulk
d) Quantity : 1,000 MTS (+/- 10%)
Article 3 : DESTINATION
a) Loading port : Haiphong port, Vietnam
b) Discharge port : Fangcheng Port, China
c) Partial Shipment : Allowed
d) Transshipment : Not Allowed
e) Latest Date of Shipment : on or before 20th , Dec, 2010
Article 4 : SPECIFICATIONS
A) Chemical Composition Guaranteed
(On dry Basis ) ( Percentage by Weight )
Fe 54% basis above, Rejection below 54%
B) Chemically Acceptable Moisture ( Free Moisture Loss at 105 degrees C ) 8.0 Max.
Article 5 : BASE PRICE
USD 30.00 per dry metric ton ( DMT with 0% moisture ) CIF Fangcheng Port, China, based on
Fe 54% INCOTERM2000 applied.
CONSIGNEE:
China-Base Ningbo Foreign Trade Co., Ltd.
Add: No.1, Young or Avenue, Ningbo, China
Tel: 86-574-8742 5995
Fax: 86-574-8742 5729
Article 6 : PRICE ADJUSTMENT
a) Fe content
The price will not be adjusted, if Fe is or above 54.00%
Buyer has the right to reject if the cargo Fe below 54.00%
b) Buyer has the right to reject of Cargo Ore of Fe below 54.00% at any port.
c) Chemically Acceptable Moisture
If free Moisture loss at 105 degrees centigrade as finally determines pursuant to the provisions of
Clause 10 exceed the guaranteed maximum referred to in Clause 4, Seller shall make payment to
Buyer, which be equal to full actual freight attributable to Moisture 8% for fines.
Article 7 : PAYMENT
Payment – By Telegraphic Transfer as below :
PROVISIONAL PAYMENT ( 98% CARGO VALUE):
98% of the total CIF value of Shipment to be paid by transfer telegraphic to the seller’s Bank
Account within 05 working days after the buyer received full workable ORIGINAL shipping
documents for each shipment.
Beneficiary :
TOAN THANG COMPANY LIMITED
Address : No.16, Hang Tre street, Hoan Kiem district, Hanoi City, Vietnam
The seller’s banking information is as follows:
AN BINH COMMERCIAL JOINT STOCK BANK
HA NOI BANK – PHO HUE
Address : No.48-50, Hue street, Hoan Kiem district, Hanoi City, Vietnam
ACC NO.: 0501001225005
SWIFT CODE : ABBKVNVX
FINAL PAYMENT ( 2% CARGO VALUE):
The balance Two (2) percent under this contract is due to Seller against Seller’s final invoice
based on Discharge port certificate and issued within 60 days after completion of discharging. A
copy of the CIQ result to accompany the final invoice. Loading port certificate of analysis will be
final if CIQ’s analysis certificate is not received within 60 days after completion of discharge.
Article 8 : DOCUMENT
The following are Document to be sent to the Buyer for the Provisional and Final Payment :
(A) Documents For Provisional Payment :
Sheller shall provide Buyer with the following original documents for Provisional Payment of
CIF shipment value :
a) Signed commercial invoice for 98% of CIF value in three originals and three copies indicating
name of commodity, value of goods shipped, name of carrying vessel, contract number, B/L
number
b) Packing list in three originals and three copies .
c) 3/3 full set of original “Clean on board” Bills of Lading made out consignee: “CHINA-BASE
NINGBO FOREIGN TRADE CO.,LTD – Address: NO.1, YOUNGOR AVENUE, NINGBO,
CHINA”, marked “Freight Prepaid” and blank endorsed.
d) Certificate of Quality issued by SGS of Vietnam in one original and three copies.
e) Certificate of Weight and draft survey issued by SGS of in one original and three copies.
f) Certificate of Origin in one original and two copies issued by Chamber of Commerce and
Industry in Vietnam and detailing loaded quantity, commodity, and carrying vessel name.
g) Insurance Policy/Certificate in duplicate for 10% of the cargo value, showing claims if any
payable in China, in currency of the draft, blank endorsed, covering all risks and war risks.
h) Beneficiary’s certified copy of fax sent to Buyer advising contract number, name of carrying
vessel, name of loading port, goods description, wet and dry weight in metric ton, bill of lading
number and date. (ATTN : SHIPPING DEPT : +86-574-87425658)
(B) Documents for Final Payment
The final 2% balance payment shall accompany with the following documents provided by the
Seller basis the CIQ reports on Weight and Quantity
Signed final commercial invoice in one original and two copies, amount calculated per inspection
certificate of weight inspection certificate of quality issued by CIQ
b)In case CIQ certificate of weight and/or quality is not received by the seller within 60 days from
the iron ore completely discharged, then the seller has the right to present the final invoice and
claim the final payment based on loading port Certificate of Quality and Certificate of Weight. In
such case a declaration by the seller of non-receipt of CIQ certificate and the photocopy of
loading port weight and quality report are to be sent together with the Final Invoice documents to
the Buyer.
Article 9 : WEIGHT
At loading port, SGS of Vietnam at Seller’s expense shall determine the weight of the shipment
by draft survey. The weight of the commodity ascertained and certified by SGS of Vietnam shall
be the basis of Seller’s provisional invoice. Buyer may at Buyer’s expense have its representative
present during survey. In case THE DIFFERENCE OF DRY WEIGHT BETWEEN SGS AND
BUYER’S CIQ-REPORTS should be more than 0.5%, both parties would negotiate to solve.
Buyer, shall at Buyer’s expense, apply to CIQ for weight at the port of destination. The weight of
shipment at the discharge port is to be ascertained by draft survey. Seller may at Seller’s expense
have their representative present at the time of such determination. The weight thus determined
by CIQ shall be final as to wet weight in relevant shipment.
The dry weight shall be determined by deducting the free moisture referred to in Article 10 from
each wet weight. If there is a difference of dry weight over 1.0% between the weight determined
at the load port and the discharge port, the actual weight determined at the discharge port shall be
adopted as the final dry weight.
If no draft survey is performed at the discharge port or the CIQ report is not received by Seller
within Sixty ( 60 ) days from the iron ore completely discharged, Seller’s weight certificate at
loading port will be regarded as final.
Article 10 : SAMPLING & ANALYSIS
At the loading port, Seller shall, at Seller’s expense, appoint SGS of Vietnam at loading port to
determine the specifications of iron ore contained in each shipment and shall provide a certificate
showing detail of the determination.
At the port of discharge, Buyer, shall Buyer’s expense, nominate CIQ as Buyer’s assayer for
sampling at take sample from each shipment and divide it into four equal parts and seal,one for
Buyer, the second to be sent to Seller, the third to be retained by the Buyer for possible umpire
analysis and the fourth to be reserved for any of the aforementioned purposes.
Seller may at Seller’s expenses have there representative present at the time of sampling and
analysis.
CIQ shall analyses the sample so taken for chemical and physical composition and free moisture
loss at 15 degrees centigrade at Buyer’s expense and issue a certificate of quality within sixty
(60) days from the iron ore completely discharged. Buyer shall forward this certificate issued by
CIQ by fax/e-mail/ courier within sixty (60)days from the iron ore completely discharged to the
Seller.
If the difference in percentage of Fe between loading port and discharging port is more than 0.5%
or there exists a significant difference between to said analysis in respect anyone or more
chemical content, other than Fe, seller shall consult with Buyer to reconcile such differences. If
after consultation between Seller and Buyer the difference can not be reconciled then at the
request of Seller, a sample for umpire shall be analyzed by an umpire agreed between Buyer and
Seller and the certificate of analysis issued by such umpire shall be fined for Fe or relevant
chemical contents.
The weighing, sampling, chemical analysis, moisture determination and screen analysis
performed at the discharge port by CIQ shall be for Buyer’s account. Expenses of umpire
analysis shall be borne by the party whose initial analysis show a greater difference from the
umpire. If the umpire analysis is the exact mean of the analysis of Seller and the analysis of CIQ,
then such expenses shall be equally become by both parties.
Article 11: ADVICE OF SHIPMENT
The Seller shall, upon completion of loading, advice the Buyer immediately by cable or telex or
fax of the contract number, name of the commodity, invoice value, weight, name of the vessel,
and Bill of Lading, within 72 hours from the date of shipment.
Article 12 : UNLOADING CONDITIONS
a) Buyer is to assure the following discharging rate condition:
Discharging terms 200 mt per day PWWD, SHINC, 24 Consecutive Hours.
b) Notice of readiness may be tendered in writing at any time ATDNSHINC WIFPON,
WICCON, WIPON, WIBON after the vessel has arrived at the Port of Discharge, or so near as
she may be permitted to approach whether in Port of Discharge or not and is in every respect
ready for discharging whether in berth or not.
c) Although appointed by the buyer, stevedores shall conduct operations in accordance with the
vessel’s master’s requirements. In any event stevedores damage caused to the vessel at the Port of
Discharge, whether by the stevedores’ default or negligence howsoever caused, such damage
shall settled directly between the owners and the stevedores and the buyer shall not be liable. In
any event such damage are to be reported promptly on occurrences and confirmed in writing to
the stevedores and or receives prior to the vessel departure from the Port of Discharge.
d)The seller be responsible and pay for all Detention caused by Seller’s actions at the loading
Port.
e)The Buyer shall be responsible and pay for all Detention caused at the Discharging Port.
Article 13: INSURANCE, DELIVERY, TITLE AND RISK
a) The title with respect to each shipment shall pass from Seller to the Buyer when Seller receives
reimbursement of the proceeds from the Buyer again the relative original shipping documents as
set forth in per contract after completion of loading on board the vessel at loading port.
b) All risk of loss, damage or destruction to or of Ore sold under this agreement or caused by
such Ore shall pass to Buyer at the time of passing over the vessels rail at loading port. However,
the property in and the title to such Ore shall pass to Buyer at the time of payment by Buyer in
accord ounce with Clause 7.
c) Insurance shall be arranged and covered by Seller from the time ore is loaded on broad the
vessel.
Article 14 : LOSS OF CARGO
In the event of a total or partial loss of cargo after loading on broad the vessel and before
completion of discharging at the discharging port (s), Buyer shall make final payment to Seller on
the basis of the analysis at the loading port as set forth in Article 10 and quantity as manifested on
the Bill (s) of Lading.
Article 15 : FORCE MAJEURE
If at any time during the existence of this contract either Party is unable to perform whole or in
part any obligation under this contract, due to the event of force majeure, such as war, hostility,
military operation of any character, civil commotion’s, quarantine, acts of Government, fire,
floods, explosions, epidemics, strikes, earthquakes, embargoes, then the date of fulfillment of any
obligation shall be postponed during the time when such circumstances are operative.
If operation of such circumstances exceeds three months, either Party will have the right to refuse
further performance of the contract in which case neither Party shall have the right to claims
eventual damages. The Party which is un able to fulfill its obligations under the present contract
must within 15 days of occurrence of any of the causes mentioned in this Clause shall inform the
other Party of the existences of the circumstances preventing the preferment of the contract.
Certificate issued by a Chamber of Commerce or any other competent authority connected with
the cause in the country of the Seller or the buyer shall be sufficient proof of the existence of the
above circumstances and their duration. Non-availability of material and/or delay in
transportation shall not constitute Force Majeure for the Sellers for not performing their
obligations under this contract.
Article 16 : ARBITRATION
All disputes or differences whatsoever arising between the parties out of or relating to the
construction, meaning and operation or effect of this contract or the breach there of the cause
shall be submitted to Hong Kong International Arbitration Center ( HKIA ) in Hong Kong for
arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force of
arbitration shall be in Hong Kong. Any such arbitration shall be HKIA in accordance with HKIA
Procedures for Arbitration in force at the date of this contract including such additions to the
UNCITRAL Arbitration Rules as are therein contained. the arbitral award is final.
Article 17 : CORRESPONDENCE
All the documents between the buyer and the seller will be made in English.
Article 18 : MUTUAL COLLABORATION
Both Buyer and Seller recognize that circumstances may arise that could not have been foreseen
at the time this Agreement was entered into. Both parties agree that they will use their best
endeavors to achieve a mutually acceptable solution to any problem that may arise due to
unforeseen circumstances in the spirit of mutual understanding and collaboration.
Article 19 : WAIVER
No waiver of any breach of this Agreement shall be effective unless made in writing, nor shall
any such waiter be deemed a waiter of any other subsequent breach hereof.
Article 20 : NON-PERFORMANCE
If Seller/Buyer is unable for any reason whatsoever, other than Force Majeure, to perform any or
all the clauses stipulated in the contract, the related party should take the responsibilities and
make up for the economic losses for breaking the Contract. At the same time, the other party may
claim the defaulting party for breach of obligations up to two percent of the contract value.
Article 21 : AMENDMENT OF THE CONTRACT
Any amendment or modification to this contract shall be made in writing and subject to
confirmation by the contracting parties.
Article 22 : NOTICES
All communications referred to in this contract shall be in writing and will be sent by registered
airmail and/or by e-mail, fax, on the address given.
The contract shall be made in English languages.
In witness whereof this contract is made in duplicate on 23rd Nov. 2010 and the duly authorized
representatives of the seller and the buyer having signed and sealed in this day and retained one
copy each. The fax copy of this contract is valid

SELLER BUYER
TOAN THANG COMPANY LIMITED CAPITAL LINK INTERNATIONAL TRADING LTD
TRAN TOAN THANG (signed)
(signed & sealed)