Project Financing

Capital requirements

(1) the first stage – the financing of the Project: twenty million Chinese Yuan, about 2.25 million pounds (Project threshold fee, Project investors initial entry fee), is expected to contain specific route planning, detailed vehicle design, civil engineering budget plan and Project feasibility study report. The completion period of the first stage is 12 months.

After received the GuangzhouGRT Project Collaboration letter jointly signed by O + Asia engineering ltd (OPA) and the other two UK-based parties, the investors could choose to invest 2.25 million pounds (about twenty million Chinese Yuan) to OPA’s designated bank account, then OPA will united arrange the other two member parties to speed up the whole project feasibility study progress, until the project feasibility study submitted to Guangdong/Guangzhou local governments and their relevant departments. Among them, the expenses of all parties are predicted as follows:

1. OPA’s recruitment for additional professional personnel and conducted relevant business activities, 200,000 pounds.

2. A famous European driverless vehicle design consulting company, 200,000 pounds.

3. A well-known large European civil engineering design consulting company, 200,000 pounds.

4. A world-wide leading investment bank (as our investment and financing advisor for the second stage of project financing), 200,000 pounds.

5. A Chnese famous railway construction engineering consulting company, 5 million Chinese Yuan.

6. A Chinese vehicle manufacturer in China, 4 million Chinese Yuan.

7. A Chinese railway construction project assessment institution, 4 million Chinese Yuan.

The initial financing of this project is a one-time expendable investment, which belongs to the financial input of all parties to accelerate the progress of the project. After the injection of funds, there will be no withdrawal or repayment of this investment.

After this investment, investors will own 16.6% of the future interest of OPA’s GRT technology in all relevant projects in China. And in future, if the investors does not carry on to engage solving the second stage project financing demand proposedly solved via Mergers and Acquisitions, when other investors appear to purchase this M&A target, the investors will own a 33.3% shares in M&A target company.

(2) capital requirements in the second stage — mergers and acquisitions:

As a technology carrier, the GRT company will sell 91% of its shares to the investors. Before the merger, the shares of the carrier company will be divided into three parts, each taking 33.3% of the shares respectively, owned by OPA, the driverless vehicle design company and the investors of the First Stage. After the merger, investors of the Second Stage will own 91% of the shares, while OPA, the driverless car design company and the investors of the First Stage each have 3%.

When the GuangzhouGRT project comes to this stage, the prospects for the project will be more clear. As soon as completes a series of work for M&A including due diligence, offer and transaction, the investor of the Second Stage will hold 91% interest of this GRT technique, but at the same time in the merger agreement the Investor of the Second Stage agree that the original three shareholders in the future will take a mount of interests from all OPA’s GRT projects in China or anywhere in the world on equity of 3% for each.

。