MEMORANDUM OF AGREEMENT Between LIMPOPO ECONOMIC DEVELOPMENT AGENCY AND ‘SOUTH AFRICAN ENERGY METALLURGICAL BASE (PTY) LTD AND POWERCHINA INTERNATIONAL GROUP LIMITED. THE JOINT DEVELOPMENT OF 3000MW COAL FIRED POWER PROJECT WITHIN THE SOUTH AFRICAN ENERGY AND METALLURGICAL ZONE OF THE MUSINA-MAKHADO SPECIAL ECONOMIC ZONEMemorandum of Agreement This Memorandum of Agreement (MOA") Is entred into onthe ey of _2018, (the “Effective Dat”) BETWEEN: LIMPOPO ECONOMIC DEVELOPMENT AGENCY, 2 Provincial Goverment Business Enterprise consitued in terms ofthe Limpopo Economic Development Agenoy Act, § of 2016 (hereinafter referred to as “LEDA): and SOUTH AFRICAN ENERGY METALLURGICAL BASE (PTY) LTD, = company organised, with is registered address at Fist Floor, Block 8, Bedford Office Park, 3 Ry Road, Bedforview Gauteng, 2007, Sout Aftca , having ts registration no. 2014/09745310 ( hereinater refered to as "SAEMBL") and PowerChina International Group Limited, a company organised snd exiting under the laws of People's Republic of China wth its registered address at Building 23NO 17 Xi Road, Haidian District, Beling 100036, P. R China, having its registration no. (911 10108MA0052EU47 (hereinafter referred to at "POWERCHINA’). LEDA, SAEMBL. and POWERCHINA herenater refered to colectvely as the “Parties™ and incvidualy 8 2 "Party WHEREAS (A) The Parties signed an MOU forthe Joint Development ofthe South Afican Eneray land Metallurgical Zone of the Musina-Makhado Special Economie Zone (hereinafter referred to as “SAEMSEZ") on 25", May 2018; (8) And POWERCHINA visited the SAEMSEZ site during 21 to 29, May 2018 and completed a prefeasitily study for the Phase | of the Goal Fired Power Plant Project (heronaforrtered to as “the Project”) within the SAEMSEZ; (©) And POWERCHINA hed discussions with potential local Investors such 2s the Industal Development Corporation (IDC) and BEE companies of South Aca, who ‘expreseed their das in investing inthe Project: (©) _Andihe paties are destous to work together further and deeper in the development ofthe Coal Power Plant witin the SAEMSEZ. NOWTHEREFORE IT IS AGREED AS FOLOWS: WORK SCOPE POWERCHINA wil invest and construct @ 3000MW cosHfred power plant of ultra ‘super qualty and its associated facities within the SAEMSEZ In phases, providing electric to the metallurgical clusters within the SAEMSEZ and the national power rid of South Afica, The total estimated investment value ofthe 3000mw coal fired p age‘The size ofthe coal fired power plant for Phase | ofthe Project will be 2XeB0MW, with the lola investment amouting to approximately 1.sbllion USD. Please refer to Indicative road map for Phase | atached hereto, 2. COOPERATION PRINCIPLE 24 POWERCHINA wil: 12. play a leadership roo in investing and development of Goal Fired Power Plant within the SAEMSEZ, and wil be the EPC and O8M contractor ofthe Project: b. complete the Techrical Feasebilty Study and Barkble Feasebilly Suty of the Phase | of the Coal Fired Power Plant within the SAEMSEZ, in cooperation wih other investment partner, before September of 2018; 6. facial forthe signing a Joint Development Agreement with other investors ofthe Project: 44. facifate the signing of cooperation agreements forthe Joint Development ‘between all investors who desire to Invest in the development of SAEMSEZ ‘metallurgical cluster. 1. also propose other cooperation options including Bult Opera and Transfer (BOT), Publ and Private Partnership (PPP) forthe development of this Cosl-fred Power Plant within SAEMSEZ, 22 LEDA, end SAEMBL wi: 8. provide POWERCHINA with relevant documents necessary for the implementation ofthe Power Pant b. assist POWERCHINA in getting the necessary EIA approvals from the relevant authors. ©. faclltale forthe signing of Power Purchase Agreement (PPA), and wil fendeveur to solct ESKOM to become standby offtsker of surplus electri. 4. Assist POWERCHINA on the complince with the necesssry legistations, including the Broad Based Black Economic Empowerment (GBSEE) legistation. ‘2. coordinate the interfaces with or interactions wit all the relevant agencies of Government; {L oblain andlor fectitate the grant of all requisite licenses and approvals! Permits from Government; 2 coordinate with local communities forall necessary is h. coordinate residents’ resettlement, infrastructure replacement and land acausiton. 4 LAa a2 EXCLUSIVITY A tha Pasting shall maka axchiniva enaparaion for tha daunlaneant anvt implementation ofthe Project within the vaié period ofthis MOA INTELLECTUAL PROPERTY RIGHTS {Al ntolectual property rights of the Feasibilly Study conducted by POWERCHINA, whether technical, financial, legal or other, including egreements or similar, shal belong to POWERCHINA. (COSTS AND EXPENSES Unless otherwise agreed in wring by the Parties, each Party shal be responsible for ts own costs and expenses (including but nt limited to travel costs) incured in connection wth the MOA. If any costs for services or aches directly related tothe promotion of the Project which does not fll within any single Party's roles or responsibltes and benefit all Parts, all such earvices or actives shal require prior ‘euthorzation of al the Paros. DURATION OF THIS MOA, ‘This MOA shall come into force upon signature and shal remain in force fers period of ‘wo (2) yoars, The validity period ofthis MOA may be extended upon agreement by {ving request to do so a least thirty (20) days before the expiration ofthe said term. ENTIRE AGREEMENT AND TERMINATION ‘This MOA contsins the entire understanding and agreement ofthe Parts regarding the subject matior herect. All previous undersiandings, promises, consents, or agreements conceming the subject matter hereot, whether witten or ora, shall be superseded by tis MOA. “This MOA shall remain in force from the date of signing and shall erminate upon the first occurrence ofthe following events: (1) The expiry dae ofthis MOA as provided in Ate 6; or {@) Agreement on termination bythe Petes or (@) other terms agreed by all the parties in wing ‘CONFIDENTIALITY ‘The Parties egre that by entering into his MOA it willbe necessary to provide each ‘other with ceriain confidential information relating to the Project provided that no Paty, ‘acting reasonably, shall be obliged o discose to any olher third party, documentation relating to The Project rot intended for release outside such Party's organization (other than its own advisors, consultants, agents, bankers andlor government agencies). ‘The confidentially obligations and undertakings set out in this MOA do not apply 10 information wien A Sz, A82.4 At the time of disclosure fo the other Party, in the public domain or ‘subsequenty comes ino the public domain other than by eason ofa breach ofthis MOA: oF 8.2.2 Already lawful inthe other Patty's possession on a nor-confidential basis prior tts disclosure or which fe known tothe other Party before the date the information i ecoced, 8.3 The Parles acknowledge and agtee that their confidentially obligations and undertakings urder this MOA shall be continuing and in particular shall suvive for & evi of two (2} years after the termination ofthis MOA. 9. ASSIGNMENT ‘The Partioe may net aceign any of thee ighte or bligalione under hie MOA othor than to afates wihout prior written approval ofthe others. 40. GOVERNING LAW ‘This Agreement shall be governed by and construed in accordance with the laws of South Aiea, 11, DISPUTE SETTLEMENT “The Paris shal resolve any dispute or contravention from or in connection with this trough amicable consultation and negotiation between the Parties Should the patios be unable to resolve any dispute as contemplated herein, then such dipute shall be resolved by way of arbitration 2s contained in clause 12 below. 42, ARBITRATION 12.1. Any Dispute shal be referred and finaly resolved by arbiration inder South Afcan Laws. 122. Thera tibunal shall conse of 1 arbitrator selected in accordance with the latest _Atbitraton rules of South Afia, 423. Theseat ofthe arbitration shal be South Aca, al hearings shalltke place in South Africa, andthe language of abiation shallbe English. 4124 The Parties agree that the arbitral trbunal shall have the power to order on provisional basis any relief which t would have power o grant ina final award 43, NOTICES ‘Ary communication of documents given tothe other Party shall bein wring and shall be deemed to have been duly delivered tothe Party to which itis addressed as folows respectively: ‘Me. Ms Mohblele (CEO: LEDA, ‘Sireet Adcress: Enterprise house, main road Lebowakgomo, 0737 To: 015 633 4700 Ema: mb mphshlele@lieda.co2— Ax ANMe, Ning Yat Hoi (Chairman: SAEMBL ‘Street Address: First Floor, Block 5, Bedford Office Park, 3 Flay Road, Bedfordview Gauteng, 2007, South Africa ‘Tel: 086-18011958020, mal: songwenjun@emsez.com Me, Lu kai Vico President: POWERCHINA ‘Street Address: No. 17, Xieu, Haiian Distt, Bejing, P. R. China Tol: 0086-13911785366 mal: iukei@powerchina-in. com IN WITNESS WHEREOF, tho Partes tave caused this MOA to be executed in three (3) ‘originals by thei duly auorized representatives as ofthe date frst writen above. [AUTHORISED REPREBENTATIVE For and on behalf of Limpopo Economic Development Agency Signed, Nae: LAeanhus SKarg AUTHORISED REPRESENTATIVE Fr and on behalf of South African Energy Metallurgical Base (Pty) Lid —' so on shew AUTHORISED REPRESENTATIVE For and on behalf of PowerChina International Group Limited