sales contract in vietnamese jasmine rice export to hong kong import export management

Allied Development Company exporter in Vietnam plans to ship the Vietnam Jasmine Rice to China Resources Ng Fung International Distribution Company Limited importer from Hong Kong.. Name

VIETNAM NATIONAL UNIVERSITY – HOCHIMINH CITY INTERNATIONAL UNIVERSITY

DEPARTMENT OF INDUSTRIAL ENGINEERING & MANAGEMENT

SALES CONTRACT IN VIETNAMESE JASMINE RICE EXPORT TO HONG KONG

IMPORT-EXPORT MANAGEMENT

Lecturer: Dr Le Thi Thanh Ngan Group Number: 5

Class: G03 – Sat – 789

May 2024

TABLE OF CONTENTS

CHAPTER I.INTRODUCTION 1

1.Overview about Vietnamese Jasmine rice 1

1.1.Definition about rice and rice production: 1

1.2.Exported rice to Hong Kong: 1

2.Overview of sales contract 2

2.1.General information 2

2.2.Usage in international trade 3

2.3.Incoterms® 2020 Terms for Sea Transport 4

CHAPTER II EXPORT PROCESS 6

1.Overview about export company 6

2.Export process 6

2.1.Finding the shipment and signing the contract 6

2.2.Sending and confirming information about the consignment for the third-party logistics company 8

a) List of documents 8

b) Sales contract 9

2.3.Checking preparation process in advance of export process 10

2.4.Performing export procedures 10

CHAPTER III CONCLUSION 37

CHAPTER IV REFERENCE 38

CHAPTER V APPENDIX 40

LIST OF FIGURES

Figure 1 Hong Kong's rice imports distribution by country (2018-2022) 2

Figure 2 General elements of a sales contract 3

Figure 3 Export procedure 10

Figure 4 Export contract process 10

Figure 5 Shipping procedure 14

LIST OF TABLES Table 1 Incoterms® 2020 Terms for Sea Transport 4

Table 2 Customer information 7

Table 3 List of Documents 12

Table 4 Set of documents 15

CHAPTER I INTRODUCTION 1 Overview about Vietnamese Jasmine rice

1.1 Definition about rice and rice production:

Rice, (Oryza sativa), edible starchy cereal grain and the grass plant (family Poaceae) by which it is produced Roughly one-half of the world population, including virtually all of East and Southeast Asia, is wholly dependent upon rice as a staple food; 95 percent of the world’s rice crop is eaten by humans

Rice production has long played a vital role in national food security and political stability of Vietnam Rice has also a noticeable effect on social security as it is absolutely indispensable to the daily life of the 91 million Vietnamese and an essential source of income for more than 60 million people living in agricultural and rural areas Besides, rice is considered as one of the main crops in Vietnam, making up more than 90% of total cereal production Rice production in 2015 accounted for 45.22 million tons, which increased by 30%, compared with the figure for 2000 The continuous increase in the rice production over the past two decades has helped Vietnam not only ensure food security in the country but also become one of the largest rice exporters in the world However, rice export market share of Vietnam in recent years has experienced a decrease, as Vietnam’s rice exports have faced severe competition from Thailand, India and other emerging markets such as Cambodia, decreasing market share of rice Vietnam’s export in the key markets A reduction in rice export may have a significant effect on Vietnam's economy, as rice is one of the main export products of Vietnam, accounting for 1.74% of Vietnam’s export value in 2015 and contributing a significant part to the national income

1.2 Exported rice to Hong Kong:

In 2023, Hong Kong has continued to be a significant market for Vietnamese rice exports By the end of March 2023, Vietnam had exported more than 16,000 tonnes of rice to Hong Kong, maintaining levels similar to previous years This stability indicates a consistent demand and market presence in Hong Kong for Vietnamese rice

The rice imports from Vietnam constitute about 24% of Hong Kong's total rice imports This is a testament to the strong trade relationship between Vietnam and Hong Kong and highlights the competitive position of Vietnamese rice in this market

Additionally, there have been efforts to promote high-quality Vietnamese rice in Hong Kong, such as business conferences aimed at tightening relations between rice businesses of the two regions and showcasing the diverse varieties and quality of Vietnamese rice

Overall, the rice trade between Vietnam and Hong Kong has remained robust, with Vietnamese rice holding a significant share in the Hong Kong market This ongoing trade relationship underscores the strategic importance of Hong Kong as a market for Vietnam's agricultural exports

2 Overview of sales contract

2.1 General information

A sales contract, also known as a sales contract or sales contract, is a legally binding document that sets out the terms for a sale between two parties: the seller who offers goods or services and the buyer who wants to purchase them This contract serves as a formal transaction record, protects both parties' interests, and ensures that the sale runs smoothly

Figure 1 Hong Kong's rice imports distribution by country (2018-2022)

Sales contracts should be used in significant business transactions In the retail environment, however, there is less need for sales contracts Suppose a transaction takes place on the spot, such as in a retail store In that case, a sales contract is usually not necessary unless the item being purchased is of significant value, or is to be delivered at a later date

2.2 Usage in international trade

International trade agreements and distribution agreements play a crucial role in international transactions involving various nations The parties to these contracts—typically the buyer/importer and the seller/exporter—describe their relationship in great detail After identifying the involved parties, they provide comprehensive details on the products or services that are being exchanged This covers information on the transaction's quality, quantity, and other essential elements

These contracts also govern financial matters like the agreed-upon price in a particular currency and the terms of payment They also contain widely accepted Incoterms (2020), which outline the obligations, dangers, and expenses related to the delivery and transit of the items

Additionally, these contracts govern crucial components like risk transfer and ownership In other words, they decide when the buyer becomes the owner and when the seller becomes liable These contracts contain provisions on audit procedures, conformity with legislation, and unforeseeable occurrences like force majeure to guarantee adherence to rules and regulations relevant to international commerce

In essence, Incoterms 2020 acts as a common language within international trade agreements, fostering clarity and minimizing potential disputes between buyer and seller By clearly

Figure 2 General elements of a sales contract

defining which party (buyer or seller) is responsible for critical tasks such as transportation, insurance, documentation, and customs clearance at various stages of the international shipment, Incoterms® 2020 helps to avoid ambiguity and potential disagreements Additionally, Incoterms® 2020 specifies the point at which the risk of loss or damage to the goods transfers from seller to buyer This critical information is instrumental for both parties, allowing them to determine their insurance needs and potential liabilities Furthermore, Incoterms® 2020 indirectly dictates the allocation of costs associated with the shipment This transparency allows both buyer and seller to anticipate their financial obligations upfront (costs related to transportation, insurance, etc.) and incorporate them into their respective pricing strategies

Lastly, they specify the steps to be taken in the event of a conflict and develop a framework for settling disagreements Additionally, they could have confidentiality provisions to safeguard private information disclosed throughout the transaction

2.3 Incoterms® 2020 Terms for Sea Transport

Table 1 Incoterms® 2020 Terms for Sea Transport

Incoterms® Term 2020

Description Seller's Obligations

Buyer's Obligations

Primary Use

Alongside Ship)

The seller delivers goods alongside the ship at the named port of shipment

- Clear goods for export

- Deliver goods alongside the ship at the named port of shipment

- Clear goods for import or transit - Pay import duty or carry out import customs formalities

Suitable for buyers; Buyer arranges

shipping

FOB (Free on Board)

Seller delivers goods on board vessel at named

- Clear goods for import or transit - Pay import duty or carry out import customs formalities

Suitable for buyers; Buyer arranges

shipping

CFR (Cost and Freight)

The seller delivers goods by boarding the vessel or by procuring the goods delivered

- Arrange and bear the costs of transporting goods to the named port of destination

- Clear goods for import or transit - Pay import duty or carry out import customs formalities

Recommended for exporters; Seller arranges shipping

Insurance and Freight)

The seller delivers goods by boarding the vessel or by procuring the goods delivered and takes out insurance

covering the buyer's risk

- Arrange and bear the costs of transporting goods to the named port of destination - Take out insurance

covering buyer's risk

- Clear goods for import or transit - Pay import duty or carry out import customs formalities

Recommended for exporters; Seller arranges shipping and insurance

The first advantage of adopting CIF is that the seller controls the shipment, insurance, and delivery This reduces the risks involved with shipping and insurance Sellers have greater control over logistics, resulting in easier, safer transactions Furthermore, by taking on the insurance duty, the seller may choose a reliable insurance provider and negotiate reasonable insurance conditions This enables merchants to better monitor and control transportation risks, ensuring rice is safe during transit Furthermore, by selling CIF, we may enhance earnings from shipping and insurance expenses while maintaining the same amount of risk as when selling FAS or FOB One more, with CIF Incoterm, the seller is fully responsible for cargo and bears all the costs until the shipment reaches the named port of destination Thus, the seller has more responsibility than with CFR Incoterm but more flexibility in choosing a carrier and insurance option Above all, the CIF incoterms have seen as the best solution for seller to select cargo shipments of Vietnamese Jasmine rice products to buyer in Hong Kong

CHAPTER II EXPORT PROCESS 1 Overview about export company

Allied Development Company, headquartered at 101 Phan Dinh Phung Street in the bustling Ninh Kieu district of Can Tho city, Vietnam, is a multifaceted enterprise deeply entrenched in the realm of international trade Renowned for its prowess in export operations, the company has carved a niche for itself in the global market, catering to discerning clients in Hong Kong and various other regions

The export process at Allied Development Company is characterized by a meticulous and systematic approach, aimed at ensuring the seamless delivery of high-quality products to our valued customers From the initial stages of sourcing raw materials to the final stages of shipment, every aspect of the process is carefully orchestrated to meet the highest standards of efficiency and reliability

At the heart of our export operations lies a diverse range of products meticulously curated to cater to the demands of international markets From agricultural commodities such as rice, coffee, and spices to manufactured goods including textiles, garments, and electronics, Allied Development Company boasts an extensive portfolio designed to satisfy the diverse needs of our clientele

Central to our success in exporting to Hong Kong and beyond is our unwavering commitment to quality assurance and customer satisfaction Rigorous quality control measures are implemented at every stage of the export process, ensuring that only products of the highest caliber reach our discerning customers

Moreover, Allied Development Company prides itself on its extensive network of logistics partners and shipping agents, facilitating the swift and efficient transportation of goods to destinations around the globe Whether by air, sea, or land, we spare no effort in ensuring timely delivery and seamless logistics management

In essence, Allied Development Company stands as a beacon of excellence in the realm of international trade, leveraging its strategic location, industry expertise, and unwavering commitment to quality to forge enduring partnerships and deliver unparalleled value to customers in Hong Kong and beyond

2 Export process

2.1 Finding the shipment and signing the contract

Allied Development Company (exporter in Vietnam) plans to ship the Vietnam Jasmine Rice to China Resources Ng Fung International Distribution Company Limited (importer from Hong Kong)

According to the diagram of the export process, after receiving the order from the customer including the type of product, volume, and weight Allied will provide information on the suitable container and shipping time to the customer and we also check the price and available shipping time If the customer agrees to all the terms, we will book the shipping line and send it to the customer

Table 2 Customer information

Name Allied Development Company China Resources Ng Fung International Distribution Company Limited

Address 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Product Vietnam Jasmine rice

Allied Development Company signed a commercial contract with China Resources Ng Fung International Distribution Company Limited Allied Development Company will request WanHai Logistics at Ho Chi Minh City for exporting service with HS code: 0396A05247 WanHai forwarder will receive a request from Allied Development Company and conduct a signing contract for Vietnam Jasmine rice Accordingly, WanHai will be authorized, on behalf of Allied Development Company, to complete the necessary procedures to ship the goods to the importer

The necessary activity after the contract is taking information about the shipment, the necessary documentation, and checking the documentation of cooperating companies There are many ways to get documentation, namely by email or directly brought to WanHai However, the final way was accepted by request in the contract, having the time to check the documents If the information on the shipment is not matched WanHai staff will announce to exporting companies and wait for the change and edit that information

In this step, the list of documents depends on the sales trade contracts, documents that WanHai requires, and how many copies the checking staff have to pay attention to ensure accuracy before conducting all formalities in port

In this situation, Allied Development Company decided to send documents by email

2.2 Sending and confirming information about the consignment for the third-party logistics company

a) List of documents

● Application for licensing to export Vietnamese Jasmine rice

● Photo or drawing describing the aquatic species for export and showing trade name, scientific name

●A description of the biological characteristics of perishable-to-temperature products requested for an export permit

● Certificate of origin (Catch Certificate)

● Plan on inspection and supervision of rice products from export, transport, preservation, storage processing to consumption (01 original)

● Health certificate from quarantine agency in the exporting country ● Quarantine permit for exported rice products

● Bill/ Invoice / Packing list ● Customs declaration ● Certificate of quantity ● Insurance

● Fumigation ● Nutrition report

● Quarantine registration form b) Sales contract

● Date of signing: Mar, 8th, 2016

● Name of goods: Vietnam Jasmine rice product

● Exporting company (Seller company): Allied Development Company

● Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam ● Phone: 2859-6100

● Importing company (Buyer company): China Resources Ng Fung International Distribution Company Limited

● Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong ● Tel: +852 2593 8777

● Payment: TT - Telegraphic Transfer Remittance means the importer will pay money to the exporter before shipping To the account 011.1.37.002042.4 in Vietcombank Can Tho The swift code is BFTVVNVX011 and the beneficiary is Hoang Quoc Lap (im-ex sales manager)

Amount

Vietnam Jasmine rice

● International trade term: CIF HongKong, Incoterms 2020 ● Total Quantity: 50,000kg (25kgs/bag), origin: Vietnam ● Total price: US$24,750 (50 MTS, US$495/MT)

● Packaging specification: suitable export standard

● Time for delivering: As requested in the contract

2.3 Checking preparation process in advance of export process

After signing the contract with the customer, the sales employee sends the file or prints the documents to OPS to check information In some special cases, the documents are sent by the customer without giving a soft copy Then, sales or OPS employees create a customer's jobfile

for the consignment

Documents for checking include: ● Sales contract

● Commercial Invoice ● Packing list

● Bill of lading ● Arrival notice ● Certificate of Origin

Then, the customer will check whether the documents are correct or not If they are correct, we will make the shipment, if not, the customer will ask for corrections to avoid future unwanted troubles that may affect the export process In that case, OPS will contact sales employees to ask the customer to give additional information until all the documents are fulfilled Searching for account code, for new customers, technical information about consignment is required, the purpose of this is to give full details of the consignment For local customers, we need to check if the account code is still valid or not After all of that, we will make the shipment

2.4 Performing export procedures

Figure 3 Export procedure.

Figure 4 Export contract process.

Step 1: Negotiating and signing a sales contract

The first stage of exporting goods is also the most critical stage which determines the company’s profitability After negotiating with the client some terms and conditions such as a commodity, packing and marking, price, delivery, and payment terms, the company must sign a foreign trade contract for the shipment

Negotiating and signing a sales contract marks the pivotal initial step in the export process, laying the foundation for the successful shipment of goods and the company's profitability This phase involves intensive discussions between the exporting company and the client to establish mutually agreeable terms and conditions Key elements negotiated typically include the specific commodity being exported, packaging and marking requirements, pricing structure, delivery schedules, and payment terms

Once negotiations are concluded, and both parties are satisfied with the terms, the next crucial step is to formalize the agreement by signing a foreign trade contract This contract serves as a legally binding document that outlines the rights and obligations of both the exporter and the importer It delineates the agreed-upon terms, ensuring clarity and minimizing the risk of misunderstandings or disputes during the course of the transaction

Step 2: Preparing products

i Booking Note

This document serves as a confirmation of the booking made with the carrier for the transportation of goods It includes essential details such as the name of the vessel, trip number, loading and discharge ports, and other pertinent information related to the shipment.

ii Bill of Lading (B/L)

The bill of lading is a crucial document in the shipping process, issued by the carrier once the goods are loaded onto the vessel or received and awaiting loading It serves as a receipt for the goods, evidence of the contract of carriage, and a document of title to the goods The bill of lading contains vital information such as the vessel's name, trip number, loading and discharge ports, bill of lading number and date, and details of the quantity and weight of the goods being shipped It is essential that the quantity and weight stated on the bill of lading match those specified in the packing list and invoice to ensure accuracy and compliance with contractual obligations

By meticulously adhering to these steps and documentation requirements, Allied Development Company ensures the smooth execution of the export process, from negotiation to shipment, thereby upholding its commitment to delivering excellence and maintaining the highest standards of professionalism and integrity in international trade

Step 3: Preparing documents

Table 3 List of Documents

LIST OF DOCUMENTS

Step 4: Customs clearance

A document under which the owner of goods must declare in detail the number of such goods to the controlling force when importing and exporting goods into our country (also known as customs declaration) is issued Or it can be understood, when you have a certain shipment that needs to be exported or imported, you have to go through customs procedures, in which the customs declaration is indispensable and required, if not all import and export related activities are stopped Customs clearance is a critical phase in the import and export process, involving the formalities and procedures required by customs authorities to facilitate the movement of goods across international borders This stage ensures compliance with regulatory requirements and tariffs, as well as the collection of duties and taxes where applicable

Customs Declaration: When importing or exporting goods, the owner or authorized agent must submit a customs declaration detailing the nature, quantity, and value of the goods being transported This declaration, also known as a customs declaration, is a mandatory document that enables customs authorities to assess and verify the goods for compliance with regulations and taxation

Including some characteristics of Vietnamese Jasmine rice products, as follows:

- Temperature: Maintain between 10°C and 30°C during transport Rice is susceptible to spoilage at extreme temperatures This range helps to ensure the quality of the rice is maintained

- Humidity: Maintain humidity below 60% during transport High humidity can lead to mold growth and spoilage of the rice

- Ventilation: Ensure adequate ventilation throughout the container to prevent moisture buildup and condensation

- Pests: Apply appropriate pest control measures to prevent infestation This may involve fumigation or the use of insect repellents

Step 5: Payment

Payment for exported goods is typically made in USD through an irrevocable Letter of Credit (L/C) covering 100% of the contract value The L/C serves as a guarantee of payment to the exporter, providing assurance that the buyer's financial obligations will be met Payment terms may vary but commonly involve a combination of different stages, such as an advanced payment (e.g., 20% of the contract value), a portion upon receipt of the goods (e.g., 60%), and the remaining balance after the goods are inspected and confirmed.

Step 6: Certificate of origin (C/O)

C/O is the abbreviation of Certificate of Origin This document certifies the origin of goods from a country or territory in the import and export activities C/O is issued by the competent authority of the land of manufacture The terms and information stated on the C/O must comply with both the importing and exporting countries' regulations

The purposes of this C/O document are:

- An important document completes the exported shipment procedures.

- Based on the goods' origin, the buyer or the Seller will be benefited from tax, which the parties have signed in the previous free trade agreement (if any).

- C/O is considered a document to apply subsidies and anti-dumping laws.

- C/O will provide sufficient information to make trade statistics faster, more straightforward, and transparent, boosting trade promotions.

- The C/O will decide if the shipment is eligible for import into a country or territory.

Step 7: Shipping

Hiring a freight forwarding company to handle customs procedures for inland waterway

shipments, shipping should be done before customs clearance This is because the shipping

company will need to know the details of the shipment, such as the type of goods, quantity, and destination, in order to prepare the necessary shipping documents and arrange for transportation

Figure 5 Shipping procedure.

Here are the steps involved:

7.1. Prepare the goods for shipment:

- Pack the goods securely to prevent damage during transport

- Label the goods with the correct shipping information, including the shipper's and consignee's names and addresses, and the port of destination

- Obtain any necessary export licenses or permits

7.2. Select a freight forwarding company:

- Research and compare different freight forwarding companies to find one that is reputable and experienced in handling inland waterway shipments

- Obtain quotes from several different companies to compare pricing and services - Select a company that you are confident will handle your shipment safely and

efficiently

7.3. Provide the freight forwarding company with the shipping details

- Share the details of your shipment with the freight forwarding company, including the type of goods, quantity, destination, and any special instructions

- Work with the freight forwarding company to prepare the necessary shipping documents, such as the bill of lading and the commercial invoice

7.4. Arrange for payment of shipping costs

- Agree on the shipping costs with the freight forwarding company and arrange for payment

- The shipping costs will typically include the cost of transportation, insurance, and any other relevant fees

7.5. Ship the goods:

- Deliver the goods to the freight forwarding company's warehouse or terminal

- The freight forwarding company will then arrange for the goods to be transported to the port of destination

taxes, and undergoing a customs inspection

7.7. Deliver the goods to the consignee

- Once the goods have cleared customs, the freight forwarding company will arrange for them to be delivered to the consignee

- The consignee will be responsible for paying any remaining shipping costs, such as delivery charges and customs duties

a) Collect documents

WanHai’s document staff take the related-information and necessary documentation Then they will check all the documents thoroughly to avoid unexpected troubles to happen when making customs clearance If the information on the relevant documents does not match and legalize each other, WanHai’s staff will contact their customer to check and adjust until it is acceptable

A set of import document is listed via the following table:

Table 4 Set of documents

b) Check document:

o Sales Contract:

The noticeable information of the sale contract in our situation:

1/ DEFINITION

a "B/L" means Bill of Lading;

b "Dollars", "US Dollars", *USD", "US$", "S", "Cents" where used shall refer to the currency of the United States of America

Other specific documents such as: Health Certificate, C/A, C/ O, insurance document

c "ETA" means expected time & date of arrival

d Cost, Insurance, and Freight (CIF) is one of the 11 Incoterms® rules set by the International Chamber of Commerce It's an international shipping agreement, which represents the charges paid by a seller to cover the costs, insurance, and freight of a buyer's order while the cargo is in transit

e "Loading Port" or „ Port of loading" means the one (1) safe berth point at VietNam

f "Price" shall mean the price for invoicing purposes expressed in US Dollars with any calculated price rounded up or down to the nearest cent

g “kg” means Kilogram (s) as defined in "International System of Units" h “Laytime” means time allowed to load the cargo on the vessel

i “Working Day” means a day upon which business is regularly tränsacted and unless expressly stated, the term" day" shall be deemed to mean calendar day

k "Weather Working Day” means any period of 24 consecutive hours during which weather permits ship-loading operations

WWSHINC" Weather Working Day Sunday and Holiday included (not included Major Vietnamese holidays) means day of 24 consecutive hours including Sunday and Holiday on which work in loading coal on board a vessel may be carried out without loss of time due to the weather

2/ INTERPRETATION

In this Agreement, unless the context otherwise requires:

(a) Recitals, headings and underlining are for convenience only and do not affect the interpretation of this Agreement;

(b) Words importing the singular include the plural and vice-versa; (c) Words Importing a gender include any gender:

(d) An expression Importing a natural person includes any corporation or other body corporate, partnership, association, public authority, two or more persons having a joint or common Interest, or any other legal or commercial entity or undertaking;

(e) A reference to a Party to a document includes that Party's successors and permitted assigns; (f) Reference to any statute or statutory provision Includes a reference to that statute or statutory provision as from timè to time amended, extended or re-enacted and shall include all by-laws, Instruments, orders rules and regulation made there under;

(g) All schedule, attachments and annexure hereto form part of this Agreement; (h) Any reference to a date or time is a reference to that date or time in Viet Nam

TERMS OF AGREEMENT

The above parties hereby agreed that Seller shall sell and Buyer shall buy the following commodity (using CIF, Incoterms 2020) with the following terms and conditions:

3/ COMMODITY: Vietnamese Jasmine Rice

4/ SPECIFICATION:

* Moisture: 14.0% max * Foreign master: 0.1% max * Broken: 5.00% max * Damaged kernel: 0.5% max * Chalky kernel: 2.00% max * Red kernel: 0.50% max * Immature kernel: 0.20% max

* Milling degree: well milled, double polished and sortexed

5/ QUANTITY: 50.200 MT (10% more or less at Buyer option)

6/ PACKING: in new, pp bags with PE inner liner containing 25 kgs net weight each bag

7/ DELIVERY/SHIPMENT:

Delivery as per CIF, Incoterms 2020

Time of delivery: No later than Mar 8th 2016; Port of delivery: Ho Chi Minh, Vietnam Port of discharge: Main ports in Hong Kong

Seller should without delay inform Buyer by fax when the goods are ready for delivery Within 48 hours prior to vessel’s arrival, Buyer should inform Seller of details of ship number, ETA and loading conditions Within 24 hours after the loading of goods on board, Seller should inform Buyer of B/L date and number

Partial shipment and stale B/L are not accepted

8/ PRICE: USD24,750 MT CIF Hong Kong port

9/ PAYMENT: By TT (Telegraphic transfer to account 0111370020424 in Joint stock commercial bank for foreign trade of Vietnam, Can Tho branch (Vietcombank Can Tho), and beneficiary is Mr Hoang Quoc Lap)

Buyer shall open an irrevocable Letter of Credit at sight TT in favor of Vietcombank requiring the following documents for negotiation:

- Full set of commercial invoice

- Full set Clean on Board Bill of Lading

- Certificate of weight and quality issued by independent surveyor - Certificate of origin

- Phytosanitary certificate - Fumigation certificate

- Certificate of vessel's Hatch cleanliness

10/ PRE-SHIPMENT SURVEY: Buyer shall have right to pre-shipment survey of cargo

11/ INSURANCE: To be conferred by the Seller

14/ ARBITRATION: Any disputes, controversy or claim arising out of or relating to this contract or breach therefore, which can not amicably be settled by the parties hereto, shall be finally settled by Legal Solution in Viet Nam

15/ LOADING TERMS

a- At the load port, the cargo is to be loaded at the rate of 1,000 metric tons per weather working days of 24 consecutive hours, Sunday and holiday excepted unless used If the Notice of Readiness is presented before 12 hrs noon laytime to commence at 13 hrs the same day If the Notice of Readiness is given after 12 hrs noon but before the close of office (17:00 hours) the laytime commences from 8:00 AM on the next working day Dunnage to be for Buyer/Shipowner's account

b- Shore tally and on board vessel tally at the Seller's account and destination shore tally at Buyer/Shipowner's account

c- At load port, tax for cargo is to Seller's account d- Dammurage/Despatch as per Seller party e- All other terms as per Gencon Charter party

16/ APPLICABLE: This contract shall be governed by and construed according to the laws of The Republic of Vietnam

17/ FORCE MAJEURE: The Force Majeure (Exemption) Clause of The International Chamber of Commerce (ICC Publication No.412) is hereby incorporated in this contract

18/ SURVEY: The supervision and survey of the Vietnamese Jasmine Rice at mills/stores quality, weight, quantity, number of bags, conditions of boxes and packing will be done by Allied company in Vietnam, the cost thereof being to Hoang Quoc Lap's account

19/ OTHERS: The Trade Terms used herein shall be interpreted in accordance with 2016 including its amendments

This sales contract was done in Jakarta 8 Mar 2016 in 04 (four) English originals, 02 (two) for each side

o Bill Of Lading (B/L):

Bill of lading (B/L) is a receipt issued by carriers directly (master B/L) or by forwarders (house B/L) It is proof of the contract of carriage and a title or ownership to a specific goods described in the documents with the related party in contract Therefore, if the consignees want to receive cargo, they must show off the B/L at the port

Name and address of the shipper Allied Development Company

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Phone number: 0292 365 9999 Fax: 0292 375 3477

Name and address of the consignee China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Phone number: +852 2593 8777

B/L No: 0396A05247

Number and description of packages No of packages or containers: 2 CTRS(2000 Bags) DESCRIPTION: “SHIPPER’S LOAD COUNT AND SEAL’’ “SAID TO CONTAIN”

Description of Goods Vietnam Jasmine rice 5% broken

NW: 50.000 MTS GW: 50.200 MTS ‘Freight prepaid’

Say: two containers only

WHLU2792090 20DS86 WHL9226830

WHLU2792090 20DS86 WHL9226824

o Commercial invoice:

Commercial Invoice is a legal document issued by the seller (exporter) to the buyer (importer), acting as a proof of sale between the buyer and seller It is one of the crucial documents used by customs in determining customs duties

Compulsory information on CI:

Seller information Allied Development Company

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Phone number: 2859-6100

Consignee information China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Beneficiary account No 011 1 37 002042.4

No Description Unit Quantity Unit Price (USD/MT)

Total amount (USD)

1 Vietnamese Jasmine rice 5% broken

o Packing List:

Name and address of shipper Allied Development Company

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Name and address of buyer Kanematsu Corporation

Address: 2-1, Shbaira, 1-Chome, Minato-ku, Tokyo 8005 Japan

105-Name and address of consignee

China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Port of loading Ho Chi Minh, Viet Nam

WHLU2792090 20DS86 WHL9226824

Description of goods Vietnam Jasmine Rice 5% Broken

Quantity 2,000 bag; Net weight: 25kgs/bag; Gross weight: 25.10kgs/bag

Packing condition Packed in new PP bags with PR inner liner, containing 25KGS net weight each bag All the bags had their packing dry and intact

Grand total weight Gross weight: 50.200 MTS Net weight: 50.000 MTS Tare weight: 0.200 MTS

o Certificate Of Origin

Name and address of the exporter Allied Development Company

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Number and description of packages Total: 2000 Bags

Total net weight: 50 KGS

Description of Goods Vietnam Jasmine Rice 5% Broken

Shipper information Allied Development Company

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Phone number: 0292 365 9999 Fax: 0292 375 3477

Buyer information Kanematsu Corporation

Address: 2-1, Shbaira, 1-Chome, Minato-ku, Tokyo 105-8005 Japan

Authorized person information China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Phone number: +852 2593 8777

WHLU2792090 20DS86 WHL9226824

Description of goods Vietnam Jasmine Rice 5% Broken

Country of origin Socialist Republic of Vietnam

Supporting documents - Certificate of origin (Catch Certificate)

- Health certificate from quarantine agency in the exporting country

- Quarantine permit for exported rice products - Bill/ Invoice / Packing list

- Customs declaration - Certificate of quantity - Insurance

- Fumigation - Nutrition report

After the customs declaration is submitted, the system will categorize the goods into green lane, yellow lane, or red lane, similar to export procedures

- Green lane: The business prints the declaration and pays the taxes

- Yellow lane: Customs officials inspect the documentation for the shipment - Red lane: The goods are subjected to physical inspection

o Booking Confirmation

Vessel WHLU2792090 20SD86 WHL9226830 WHLU2792090 20SD86 WHL9226830

Port of receipt Ho Chi Minh, Vietnam

Port of loading Hong Kong

Connection VSL/VOY VAN MANILA N018 B/L No: 0396A05247

Final Destination 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Phone number: 0292 365 9999 Fax: 0292 375 3477

Service Type/Mode LCL/LCL (PORT/PORT)

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Phone number: 0292 365 9999 Fax: 0292 375 3477

Consignee China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Phone number: +852 2593 8777

Commodity Vietnam Jasmine Rice 5% Broken

Place of inspection At the warehouse of factory

Date of inspection Mar 06th, 2016

Broken (basic ¾) 5% max

Foreign master: 0.1% max

Damaged kernel: 0.5% max

Chalky kernel: 2.00% max

Red kernel: 0.50% max

Immature kernel: 0.20% max

Milling degree well milled, double polished and sortexed

TCVN 1643:2008

o Fumigation Certificate

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Phone number: 0292 365 9999 Fax: 0292 375 3477

Consignee China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Phone number: +852 2593 8777

Commodity Vietnam Jasmine Rice 5% Broken

Gross weight 50,200 KGS

Number of bags 2000 bags

Fumigant used Phostoxin (ALP)

Duration treatment 72 Hours

Place of fumigation In containers after completion of loading

Date fumigated Mar 5th, 2016

o Health Certificate

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Phone number: 0292 365 9999 Fax: 0292 375 3477

Consignee China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Quantity: 2000 Bags/50,000 KGS

Total value: USD 24,750.00 (50 MTS, US$495/MT)

Detail in Commercial invoice No: WR/20160308/012 date Mar 08th, 2016

Sailing on or about Mar 08, 2016

Condition of insurance Institute Cargo Clauses A (CL252 - 1.01.1982)

-Excluding loss or damage due to mould, rotting, tainting, sprouting, sweating, heating unless caused by insured perils -Institute Cyber Attack Exclusion Clause CL 380 - 10.11.03 -Institute Radioactive Contamination, Chemical, Biological, Bio-Chemical and Electromagnetic Weapons Exclusion Clause CL 370 - 10.11.2003 USA & Canada Endorsement USCAN B 29/01/04

-Nuclear Energy Risks Exclusion Clause 01.01.89 -Terrirism Exclusion Clause 16/11/01 XL2001/02 -Sanction Limitation & Exclusion Clause JC2001/056

-Other terms, condition, and provisions refer to Marine Cargo Open Cover No.: 39/HĐNT-HH/15 dated Sep 25, 2015

Amount Insured USD 27,225.00 (110% invoice value)

Premium VAT

Total amount payment

27.23 USD 2.72 USD 29.95 USD

Period of payment Refer to Marine Cargo Open Policy No: 39/HĐNT-HH/15 Deductible Refer to Marine Cargo Open Policy No: 39/HĐNT-HH/15

In the Event of loss or damage apply survey to

Andrew Moore & Associates LTD

Ad: 2703 Universal Trade Center, 3 Arbuthnot Road, Central Hong Kong

Phone: +852 2861 3313 (24 hours) Email: LAHK@andrew-moore.com

Contract name: Mr Michael McCollam (Manager) Phone: +85297688680

Email: LAHK@andrew-moore.com

Claim payment settled by, if any

BIDV Insurance Corporation

Claim payable at Hong Kong by BIC

Time and date 14:30 date Mar 7, 2016

o Nutrition Report

Address: 2-1, Shbaira, 1-Chome, Minato-ku, Tokyo 105-8005 Japan

Consignee China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hongkong

Description of Goods Vietnam Jasmine rice 5% broken

Packing condition Packed in new, PP bags with PE inner liner, containing 25KGS net weight each bag All the bags had their packing dry and intact

Name and address of the exporter Allied Development Company

Address: 101 Phan Dinh Phung St, Ninh Kieu district, Can Tho city, Viet Nam

Name and address of the consignee China Resources Ng Fung International Distribution Company Limited

Address: 4/F, Yuen Fat Building, 89 Yen Chow Street West, West Kowloon, Hong Kong

Declared means of conveyance VAN MANILA V.N018 B/L No: 0396A05247

Number and description of packages 2000 Bags

Description of Goods Vietnam Jasmine Rice 5% Broken

Botanical name of plants Oryza sativa

Place of issue Can Tho city

c) Declare online custom declaration form

● Prepare relevant documents

-Sales contract -Bill of Lading -Commercial invoice -Certificate of origin -Packing list

-Booking confirmation -Custom declaration

● Create the custom declaration

To get the custom declaration, Allied development company will conduct through ECUS software and follow these steps:

Step 1: In menu” custom declaration form”, choose “register a new export declaration” (IDA)

Step 2: Fill in information: +Type code: A11

+Custom office: 02CI

+Mean of transportation code: 2-SEA WITH CONTAINER

+Individual Classification of organization: 1 (individual to individual) + Part of handling declaration form: 01

+Importer: China Resources Ng Fung International Distribution Company Limited, LTD +Exporter: Allied Development Company, LTD

+ Name and date of Bill of Lading: 0396A05247 + Number of package: 2000

+Total weight (gross): 50,200 MTS +Storage location: 41PEC01 +Type of transport: ship

+Port of loading: Ho Chi Minh port +Number of container: (1)

Step 3: Fill in the “General Information tab 2” +Type of bill: A- commercial invoice

+Number of invoice: WR/20160308/012 +Release date: Mar 8th, 2016

+Invoice classification code: A- invoice price for payable +Payment method: TT

+Payment term: CIF

+Currency code of invoice: USD +Total invoice value: 24,750

+Classification code declared value: (6) +Code determining due to tax payment: D

Step 4: Fill in tab “list of good” Name: Vietnamese Jasmine rice

+Tax amount

Step 5: Record and select the code “2”

Enter the PIN of Digital Signature then the returned copy screen will be shown After checking the returned information:

+ If error occur, use IDB to recall the information, then perform IDA to see another copy + If no error occurs, make and official declaration of IDC declaration

Step 6: Click on 4 to receive results of diversification, custom fees, tax notices, printing, declaration

d) Regulations

SUMMARY OF THE 2018 DECREE

A. Conditions for rice export business

1 According to national standards, technical rules on rice, and rice depots issued by

authorized bodies in compliance with the Law on Standards and Technical rules, there is at least one specialized warehouse where paddy and rice are stored

2 According to national standards and technical laws on storage, milling, and processing of rice and rice processing facilities by competent bodies, there is at least one facility for grinding, milling, or processing rice released in accordance with the Technical Regulations and Standards Law's stipulations In order to comply with the aforementioned business requirements, warehouse, grinding, milling, rice, and rice processing facilities may be owned by traders or leased under a leasing agreement by other businesses or people legally

compliant and with a five-year minimum lease period

Traders with certificates of eligibility for rice export business (certificates) are not permitted to lease or re-lease warehouses, rice-husking, -processing, or -processing establishments that have already been declared to prove the Business conditions in the application for your Certificate for use by other traders in the application process

Traders who exclusively export organic rice, parboiled rice, and fortified rice are not required to satisfy the aforementioned business standards Exporting certain varieties of rice does not require a certificate Current reserves and is responsible for reporting in accordance with laws In order to complete export customs procedures, traders exporting rice, rice that has been micronutrient-fortified, and organic rice that does not have a certificate only need to present the original or certified copy of a written certification from competent agencies and organizations, or export expertise certificates issued by organizations that specialize in exporting rice in accordance with legal provisions on the export of rice products in accordance with the standards and procedures set by the Ministry of Agriculture and Rural Development and the Ministry of Health

Traders declare dossiers of application for certificates, accept legal responsibility for the stated contents, papers, and documents in the dossiers of application for certificates, and comply with the rice export business conditions listed above

The Department of Industry and Trade coordinates with the Department of Agriculture and Rural Development and other agencies to conduct post-inspection of rice storage, grinding, milling, and processing facilities to ensure compliance with rice export regulations This occurs after traders are granted certificates Within 5 working days of the completion of the inspection, the Department of Industry and Trade transmits the written inspection findings to the Ministry of Industry and Trade, advises steps to address breaches (if any), and adds them to the minutes checklist