CIETAC HONG KONG MOCK ARBITRATION

29 September 2016 Beijing

WELCOME REMARKS

Secretary General, CIETAC Hong Kong Arbitration Center Secretary General, CMAC Hong Kong Arbitration Center Council Member, CIETAC and CMAC

Dr. WANG Wenying

PARTICIPANTS

ON TPF DIALOGUE

A. What is TPF and currently Hong Kong position towards it B. Any observation from London? C. A question for member(s) of the Working group of CIETAC Hong Kongs Guideline

to TPF in Arbitration, any comment from you regarding the guidelines and why do you think parties may find it helpful?

D. It is mentioned in the dialogue that the costs for this arbitration follow the event, can anyone give further illustration on this principle?

E. Question from the audience?

EXHIBIT 1 Chapter II General Terms

17.1 17.1 Conciliation The Parties may work out their own conciliation scheme. Any agreement(s) reached from conciliation shall be signed and sealed by both Parties and become part of the Contract and bind the Parties.

17.2 17.2 Mediation

Parties may refer any dispute to the China International Economic and Trade Arbitration Commission to mediate in Beijing. Any agreement(s) reached from mediation shall be signed and sealed by both Parties and become part of the Contract and bind the Parties.

17.4 17.4 Arbitration or Litigation Any dispute arising out of or in connection with this contract may be referred to either of the following according to the agreement in the Specific Terms: 1 (1) Arbitration at Hong Kong China International Economic and Trade Arbitration Commission; 2 (2) Litigation at a court which has jurisdiction in Beijing. Endorsed by: Claimants Parent Company

EXHIBIT 2AHKX20160035

Procedural Order No.1 (Submission protocol and oral hearing arrangement)

2. Oral hearing 2.2 It has been agreed by Parties and approved by the Tribunal that the timetable for the First Part of the oral hearing: 2.2.1 Guillotine procedure. 50 minutes on the jurisdictional challenge and 10 minutes (if possible, to be decided by the tribunal) on mediation. 2.2.2 No cross-examination over factual witnesses unless the Tribunal approves. The Tribunal may ask the Witnesses questions directly when they see appropriate.

EXHIBIT 2BHKX20160035

Joint submission over submission protocol and oral hearing arrangement To: Rachel Qin, Case Manager, CIETAC Hong Kong Att: the Tribunal (John Bishop, Nicolas Wiegand and Gavin Denton)

Dear Ms Qin,

For the purpose of time and cost saving for the first oral hearing, the Claimant and the Respondent hereby jointly submit the following for the consideration of the Tribunal.

B. Guillotine procedure. 50 minutes on the jurisdictional challenge and 10 minutes (if possible, to be decided by the tribunal) on mediation. C. No cross-examination over factual witnesses unless the Tribunal approves. D. An update on China Law expert related to be submitted

Warmly yours, Claimant and Respondent

EXHIBIT ALPHA

EXHIBIT BETA

EXHIBIT 10-CIn the CIETAC Hong Kong Arbitration Center

Affirmation a CIETAC Hong Kong Arbitration Center case with the Case no. HKX20160035

I, Brad Wang, General Manager of Claimant, solemnly and sincerely affirm and say as follows:

I make this affidavit / affirmation in support of the Statement of Claim filed on 3 March 2016. The facts deposed to herein are true to the best of my knowledge, information and belief save

where otherwise stated.

8 The contract made between us and the Respondent is modelled on a sample contract provided by MOHURD. In December 2012, the parent company of us instructed all its subsidiaries,

including us, to use this MOHURD sample contract for all the construction project deals, save for exceptional circumstances, in which cases we need to seek approval from our parent

company.In the previous dealings, in terms of dispute resolution clause, we usually insist on using CIETAC sample clause in every contract. And the other side would try to make changes such

as seat, language and venue for oral hearing.

10. As a matter of fact, there was never such an intention from our side to have a mediation procedure outside the regime of CIETAC Hong Kong arbitration.

54. The email I sent to the legal counsel, Kevin Walsh, dated 2 Feb 2012, is the best proof that mediation will only be handled in arbitration.

AFFIRMED at the CIETAC Hong Kong Arbitration Center this day of ** 2016 **) Before me

*** China-Appointed Attesting Officer

EXHIBIT 10-RIn the CIETAC Hong Kong Arbitration Center

Affirmation a CIETAC Hong Kong Arbitration Center case with the Case no. HKX20160035

I, Martin Wallace, General Manager of Claimant, solemnly and sincerely affirm and say as follows:

I make this affirmation in support of the Statement of Defence filed on 11 April 2016. The facts deposed to herein are true to the best of my knowledge, information and belief save where otherwise

stated.

15. Unfortunately, at that time, no legal counsel or lawyer was involved in the contract negotiation period.

17. I have conducted three meetings with the management team of the Respondent. During my second conference with Ms. Adele Corden, she admits that he

AFFIRMED at the CIETAC Hong Kong Arbitration Center this day of ** 2016 **) Before me

*** Public Notary

EXHIBIT 20-R-2From: Adele Corden

To: Ruth Bao

Date: 11/11/2012 03:45

Bao,

Good news!

One more issue here: We cannot agree on the current arbitration clause - it needs to be done in Hong Kong, if any.

The weather is turning cold. Take care,

Rgds,

Ruth

EXHIBIT 20-R(C)-3From: Ruth Bao

To: Adele Corden

Cc: Brad Wang

Date: 21/11/2012 03:45

Attachment: Contract (revised. 20/11). docx

Dear Adele,

Good news here too!

7. As requested, arbitration now goes to Hong Kong, if any.

Any comments welcome before Friday as it would be really difficult for us to change any significant clauses once it is forwarded to the Headquarters.

Warmly yours,

Ruth

EXHIBIT 20-C-11From: Brad Wang

To: Adele Corden

CC: Angelina Bolie

Date: 30/11/2012 03:45

Dear Adele,

Plan C for the road project. Sorry that is as far as we can go.

But its very good news in a sense that Parent company approved the project and got it sealed.

Therefore your concern of delay in payment, we dont think is a problem any longer.

Warmly yours,

Brad

ON ORAL HEARING(1)

A. Working towards an agreed Procedural Order - comments from the arbitrators and practitioners. B. Cross examination of factual witnesses, experiences and pitfalls?

ON MEDIATIONA. Arb-Med-Arb, overstated or overlooked? B. Practice of mediation under CIETAC Arbitration Rules in CIETAC Hong Kong.

ON ORAL HEARING(2)A. Expert witness, nuts and bolts. B. Cross examination of expert witnesses, experiences and pitfalls?

PARTICIPANTS

THANK YOU! SEE YOU IN HONG KONG SOON!

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