Negotiation Plan

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Project Name

JV between USA Dabel Company and China Shanghai EPSCO Elevator Co. Ltd

Reference Number IBN_20160607

Agency Private Limited Company

Prepared by USA Dabel Company

Date June 07, 2016

USA Dabel Company_Negotiation Plan Issue Date: May 24, 2016 Page 2

Table of Contents

NEGOTIATION TEAM APPROVAL AND ENDORSEMENT ............................................3

1. PURPOSE .....................................................................................................................4

2. BACKGROUND AND CONTEXT ...............................................................................4

3. OBJECTIVES OF NEGOTIATION..............................................................................4

4. NEGOTIATION TEAM RESPONSIBILITIES ...........................................................5

5. RULES OF PARTICIPATION AND CONDUCT........................................................5

6. LOCATION AND TIMINGS ........................................................................................7

7. NEGOTIATION ISSUES AND PRIORITIES .............................................................7


NEGOTIATION TEAM APPROVAL AND ENDORSEMENT APPROVED BY: After the decision of the meeting of the Board of Directors on May 23, 2016 at the head-quarter of USA Dabel Company, I hereby approve this Negotiation Plan. Name: Mohammad Tawhidur Rahman Position: Chairman, Board of Directors, USA Dabel Company. Signature: ................................................................... Date: May 24, 2016

NEGOTIATION TEAM SIGN-OFF I acknowledge that I will be given access to information pertaining to or in respect of negotiations for this contract and that all information that is acquired by me (whether by verbal or written means) in the course of my duties, is strictly confidential. I undertake that I shall not at any given time, disclose or reveal to any other party or person, or use or copy for any purpose other than in the discharge of my duties as a member of the negotiation team, such information without first obtaining the written consent of the Chief Negotiator. All documents, reports and information discussed within the negotiation must be treated as commercial-in-confidence. Information and documentation must be kept secure at all times and not be divulged or given to any persons not directly involved in the negotiation process. I declare that to the best of my knowledge I do not have: any financial interest in the project; any relatives or friends with a financial interest in the project; any personal bias or inclination which would in any way affect my decisions in relation

to the project; and any personal obligation, allegiance or loyalty which would in any way affect my

decisions in relation to the project.


1. PURPOSE Following the selection of the negotiations will be entered into: To expand our market in China; To utilize Chinese labor intensive market; and/or To maximize the potential value available.

2. BACKGROUND AND CONTEXT China Shanghai EPSCO Elevator Co., with the gross domestic product yield of 50%, is the industry leader in elevator industry in China. The company and our company are negotiating to build a joint venture limited company, the project, that is, to make a full preparation of the preparatory work. First, Shanghai EPSCO Elevator Co. Ltd. sent their representatives to the United States on-the-spot investigation, on the basis of comprehensive evaluation, jointly developed a feasibility study report. After returning home, they also specifically selected and organized a negotiating team, including those experts from the higher authorities, the staff and project legal counsel from the law firm, whom are invited to participate in the negotiations to lay a good foundation for negotiations on the project. US Dabel Company is the first big elevator industry company of United States. There are more than 100 branches in the world, the company's elevator products marketing all over the world. Prior to the negotiations, we made a full investigation, a comprehensive in-depth feasibility study on the international and domestic markets. We also specifically did a detailed analysis and understanding on Chinese market, gathered various information related to the negotiations, and on this basis, we organized a capable negotiating team, which was led by the company's chairman and chief legal counsel, who acted as the chief negotiator. The project investment is large, in addition, our company's vision is a long-term, for this negotiation with Chinese company; they did a full feasibility study in advance too. This project aims to open the Chinese market, and in the joint venture shares more than the Chinese side. China Shanghai EPSCO Elevator Co. Ltd. is the most suitable partners, because no matter from technology to products are domestic first class, if our company in China's first joint project failure, it would be more difficult to invest in China in the form of a joint venture enterprise.

3. OBJECTIVES OF NEGOTIATION 1. In the Sino-US joint venture negotiations, the first conflict is the name of the joint

ventures, our proposal named "Dabel elevator (China) Co. Ltd.", but in the context of refusal of Chinese party, we will discuss and try to find a name that both sides benefit and the most favorable for both parties.


2. About the sales of product. In the feasibility study of the project, it mentioned twice that "US Dabel Company is responsible for 25% of the underwriting exports, the remaining 75% in domestic sales”; the second is "joint venture export channels are Dabel company, joint venture company and China foreign trade company ". We both sides have different understanding on this statement. This understanding of the differences constitutes a serious obstacle to the negotiations. The US Dabel company expressed understanding of this is: licensed products (foreign technology production of products) can only be exported by us 25%, a little cannot be more, and the other two channels, is for the export joint venture to stay. But the Chinese understanding is: licensed products from the export of 25% Dabel, and the remaining 75% of the product, it is possible to export through the other two channels. The two sides cannot reach an agreement with each other easily. In this context, we will discuss and try to settle the differences among both parties with dignity and pragmatism has become a problem in front of both sides.

4. NEGOTIATION TEAM RESPONSIBILITIES The members of the Negotiation Team are:

Team Member Role/Responsibility Mohammad Tawhidur Rahman Chairman/Chief Legal Counsel/ Chief Negotiator Ijaz Khan Head of Logistics Jamshed Alam Financial Advisor Md Ameer Hossen Head of HR Saeed Ullah Interpreter

5. RULES OF PARTICIPATION AND CONDUCT The fundamental goal of the negotiation is to achieve improved outcomes while ensuring acceptable results for both parties. The Negotiation Team must not make unnecessary concessions simply to reach agreement. Negotiations can be costly to both parties – time and effort is required in planning and conducting them, and travelling costs may be incurred too. Accordingly, formal meetings should only be called where the likely result outweighs the costs involved. Roles and Responsibilities The chief Negotiator is responsible for ensuring the objectives of the negotiation are met and the rules for negotiation, as detailed in this plan, are followed. One Negotiation Team member must minute all negotiated outcomes and provide minutes to all members of both parties for agreement. All Negotiation Team members are to be present at all negotiations, unless they have been given an ‘as required’ status.


The chief Negotiator may approve the attendance of additional advisors or subject matter experts if required. Where external assistance is required then a Code of Conduct and Confidentiality Form must be signed. The chief Negotiator has obtained appropriate authority prior to negotiations to allow commitment to appropriate negotiated outcomes as they occur. Probity The negotiation process must be transparent, documented and undertaken in a fair and equitable manner. Negotiation Team members must notify the Chief Negotiator of any possible conflicts of interest. Where a conflict of interest exists, the team member should be excluded from the decision-making processes which concern the relevant matter and from any aspect of the project where the team member has the ability to influence the result. All negotiation matters are confidential and must be treated as commercial-in-confidence and must not be divulged to any other person who has not been authorized by the Chair to receive that information. The Negotiation Team will not, for them or others seek or accept gifts or benefits. The Negotiation Team will comply with the Code of Ethics for the Chinese Business Law and any policies of their public authority in relation to accepting, declaring and/or recording the receipt of gifts or benefits. Negotiation proceedings must be documented to provide a clear audit trail. Process The Negotiation Team will meet prior to each negotiation to: reaffirm the negotiation objectives; understand the negotiation approach, in accordance with this Plan; and Understand the roles and responsibilities of each Negotiation Team member including

confidentiality and probity principles.

Conduct During Negotiations It is important when conducting negotiations that the following conduct is maintained: Maintain confidentiality; Do not give the Negotiators the impression that they have secured the contract; Maintain an ethical approach at all times; Resolve internal differences away from the negotiation room; Retain an open mind at all times; Look for long term results; Negotiation Team members must conduct themselves ethically at all times; Ensure that negotiations being undertaken are ‘subject to contract’; and Ensure that essential terms have been actually agreed to when proposing to enter into a

contract

The list is not exhaustive.


6. LOCATION AND TIMINGS

The negotiations will take place at: Room no-Y108, Jiangxi University of Finance and Economics, 169, East Shuanggang Road, Nanchang, Jiangxi province, PR China. Date: Tuesday, June 07, 2016. Time: 10:15am to 11:15am.

7. NEGOTIATION ISSUES AND PRIORITIES Negotiation Issues and Priorities – Summary

Issue Priority Company name High Brand name Mid Export or/and domestic sale High Investment contribution Mid Property share Mid Board of directors Mid Human resource Low

Education

Negotiation Plan