DOA@Immobilien MT103MD 485M V0.35
DOA@Immobilien MT103MD 485M V0.35
No. :
TRANSACTION REFERENCE : DEUT997856743216
And
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PARTNER or PARTY “B”, RECEIVER INFORMATION:
BANK NAME: VIET NAM JSC BANK FOR INDUSTRY AND TRADE (VIETINBANK)
108 TRAN HUNG DAO STREET, HOAN KIEM DISTRICT, HA NOI CITY,
BANK ADDRESS:
VIET NAM
ACCOUNT NAME: GLOBAL REGREEN JOINT STOCK COMPANY
IBAN:
GLOBAL ID:
GLOBAL IP:
WHEREAS:
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Mr. NGUYEN QUAN SANG, ON BEHALF OF GLOBAL REGREEN JOINT STOCK COMPANY (Party B)
is licensed and must abide by all Banking Laws and Regulations, set through complete due
diligence requirements for all International Banking/Business/Financial transactions worldwide.
[ ] TRUST ACCOUNT, ON BEHALF OF GLOBAL REGREEN JOINT STOCK COMPANY (Party
B) has Approvals to accept large deposits/a sum of monies from around the World [ ]
TRUST ACCOUNT, ON BEHALF OF GLOBAL REGREEN JOINT STOCK COMPANY (Party B) has
Bank Approvals to accept/conclude large International/Global Business Transactions through
MT103 MANUAL DOWNLOAD.
WHEREAS:
The Party- B is ready and able to receive this Pay Order as a joint venture investments for all parties
herein for the execution of various infrastructure development projects, & Part- B is ready willing and
able to receive said CASH TRANSFERS with a contractual size up to €485,000,000.00 (FOUR HUNDRED-
EIGHTY-FIVE MILLION EUROS ONLY) with rollover and extension by way of Cash Transfer via MT103
Manual Download from Party-A, these funds will be invested/disbursed by Party-B as per PAYOUT LIST
instructions.
WHEREAS:
The Party-A represents and warrants, with full corporate and legal responsibility, that he has permission
to enter into this Joint Venture Investment Agreement, as well as declares under penalty of perjury that
the funds as per Party A bank statement hereby noted as Annexure are good, clean, clear, and free of non-
criminal origin, are free and clear of all liens, encumbrances and third parties interests.
WHEREAS:
The Party-B is ready will and able to receive €485,000,000.00 (FOUR HUNDRED-EIGHTY-FIVE
MILLION EUROS ONLY) with rollover and extension by way of Cash Transfer via MT103 Manual
Download, which will be disbursed in accordance with the PAYOUT LIST instructions.
DESCRIPTION OF TRANSACTION
FIRST TRANCHE:
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FURTHER TRANCHES:
NON-SOLICITATION
Receiver hereby con.irms and declares that its associates or representatives, or any other
person(s) on its behalf, has/have never been solicited by any party, its shareholders or associates
or representatives in any way whatsoever that can be construed as a solicitation for this future
transaction. Any delay in or failure of performance by either party of their respective obligations
under this Agreement shall constitute a breach hereunder and will give rise to claims for damages
if, and to the extent that such delay(s) or failure(s) in performance is(are) not caused by event(s)
or circumstance beyond the control of such party in default.
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The term Beyond the Control of Such Party include Act of War, Rebellion, Fire, Flood, Earthquake
or other natural disasters, and any other cause not within the control of such nonperforming
party, or which the non-performing party by exercise of reasonable diligence is unable to foresee
or prevent or remedy.
(a) Organisation. It is duly organised, validly existing and in good standing under the
laws of its jurisdiction of formation with all requisite power and authority to enter into this
Agreement, to perform its obligations hereunder and to conduct the business of this
transaction.
(b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of such
party enforceable in accordance with its terms.
(c) Consents and Authority. No consents or approvals are required from any of the
governmental authority or other person for it to enter into this Agreement. All actions on the
part of such acting party necessary for the authorisation, execution and delivery of this
Agreement, and the consummation of the transactions contemplated hereby by such party,
have been duly taken.
(d) No Condlict. The execution and delivery of this Agreement by it and the consummation of
the transactions contemplated hereby by it do not con.lict with or contravene the provisions
of its organisational documents or any agreement or instrument by which it or its properties
or assets are bound or any law, rule, regulation, order or decree to which it or its properties
or assets are subject.
(e) Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own
attorney, accountant or other professional advisor in connection with the execution of this
Agreement. Both Parties shall do so in respect of each other and under this Agreement
written conditions.
MISCELLANEOUS
(a) Notice(s). The two authorised signatories will execute any modi.ications, amendments, and
addendums or follow on contracts respectively. When signed and referenced to this
Agreement, whether received by mail or facsimile transmission as all and any facsimile or
photocopies certi.ied as true copies of the originals by both Parties hereto shall be
considered as an original, both legally binding and enforceable for the term of this
Agreement.
(b) Specidic Performance; Other Rights. The Parties recognise that several of the rights
granted under this Agreement are unique and, accordingly, the Parties shall in addition to
such other remedies as may be available to them at law or in equity, have the right to enforce
their rights under this Agreement by actions for injunctive relief and speci.ic performance.
(c) Prior Agreements; Construction; Entire Agreement. This Agreement, including the
Exhibits and other documents referred to herein (which form a part hereof), constitutes the
entire agreement of the Parties with respect to the subject matter hereof, and supersedes all
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prior agreements and understandings between them as to such subject matter and all such
prior agreements and understandings are merged herein and shall not survive the execution
and delivery hereof. In the event of any con.lict between the provisions of this Agreement
and those of any Joint Ventures Agreement, the provisions of the applicable Joint Venture
Agreement shall control.
(d) Amendments. This Agreement may not be amended, altered or modi.ied except upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
(e) Severability. If any provision of this Agreement shall be held or deemed by a .inal order of a
competent authority to be invalid, inoperative or unenforceable, such circumstance shall not
have the effect of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such invalid,
inoperative or unenforceable provision had never been contained herein so as to give full
force and effect to the remaining such terms and provisions.
(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when one or
more such counterparts have been signed by and delivered to each of the Parties.
(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the Paris. The Parties consent to the exclusive jurisdiction of the
Paris shall be preceded with the according to the principal of the ICC, with any civil action
concerning any controversy, dispute or claim arising out of or relating to this Agreement, or
any other agreement contemplated by, or otherwise with respect to, this Agreement or the
breach hereof, unless such court would not have subject matter jurisdiction thereof, in which
event the Parties consent to the jurisdiction of the ICC as above indicated. The Parties hereby
waive and agree not to assert in any litigation concerning this Agreement the doctrine of
forum non-convenient.
(h) Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and Unconditionally Waive
Trial By Jury In Any Legal Action Or Proceeding Relating To This Agreement And For Any
Counterclaim Therein.
(i) No Rights of Third Parties. This Agreement is made solely and speci.ically between and for
the bene.it of the Parties hereto and their respective members, successors and assigns
subject to the express provisions hereof relating to successors and assigns, and (ii) no other
Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any
bene.its under or on account of this Agreement as a third party bene.iciary or otherwise.
(j) Survival. The covenants contained in this Agreement which, by their terms, require
performance after the expiration or termination of this Agreement shall be enforceable
notwithstanding the expiration or other termination of this Agreement.
(k) Headings. Headings are included solely for convenience of reference and if there is any
con.lict between headings and the text of this Agreement, the text shall control.
(l) No Broker. Each of Investor and Asset Manager represent and warrant that it has not dealt
with any broker in connection with this Agreement and agrees to indemnify, defend and hold
harmless each other party hereto and its Af.iliates from all claims and/or damages as a
result of this representation and warranty being false.
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(m) Currency. Any exchange of funds between Sender and Receiver shall be made in the same
currency in which the Sender transferred the investment fund. In addition, all calculations
pursuant to this Agreement and any Joint Venture Agreement shall be based on ICC
regulations in Paris.
ARBITRATION
(a) All disputes and questions whatsoever which arises between the Parties to this Agreement
and touching on this Agreement on the construction or application thereof or any account
cost, liability to be made hereunder or as to any act or way relating to this Agreement shall
be settled by the arbitration in accordance with the arbitration laws of the ICC, Paris, France.
(b) Every attempt shall be made to resolve disputes arising from unintended or inadvertent
violation of this contractual Agreement as far as possible amicably. In the event that
adjudication is required local legal process shall be preceded with according to the principal
of the ICC as above indicated. Where judicial resolution is not thereby achieved, this matter
shall be settled by the ICC itself and the decision of which all Parties shall consider to be .inal
and binding. No State court of any nation shall have subject matter jurisdiction over matters
arising under this Agreement.
(c) This Agreement contains the entire agreement and understanding concerning the subject
matter hereof and supersedes and replaces all prior negotiations and proposed agreements,
written or oral. Neither of the Parties may alter, amend, nor modify this Agreement, except
by an instrument in writing signed by both Parties.
(d) This Agreement will be governed by and construed in accordance with the laws of United
Kingdom. In the event that either party shall be required to bring any legal actions against
the other in order to enforce any of the terms of this Agreement the prevailing party shall be
entitled to recover reasonably attorney fees and costs.
(e) All Communications will take place on the account to account only. No exceptions, e-mail,
attachments of this document, when duly executed are to be considered originals and
binding documents.
(f) This Agreement once executed by both Parties will become effective as of the date .irst
written above. Any of.icial notice(s) exchanged by the Parties hereto, shall be sent to the .irst
mentioned address(s) herein or as may be attached by addenda hereto. A facsimile or
electronically transferred copy of this Agreement, duly signed by both Parties, shall be
deemed original.
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IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed
with seals upon this Agreement as of this Wednesday, 26 May 2021
SIGNATURE:
PARTY-A PARTY-B
IMMOBILIEN PARTNER GMB GLOBAL REGREEN JOIN STOCK COMPANY
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SENDER’S PASSPORT COPY:
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CERTIFICATE OF INCORPORATION
Business Registration
Amtsgericht Osnabrück Dienstgebäude
Registergericht Nebengebäude(Register): Kollengienwall 6
Postanschrift: Kollegienwall 29/31,
Osnabrück 49074
Frau Helnen
Amtsgericht Osnabruck, Postfach 11 51, 49001 Osnabrück Bearbeiter/in:
NZS HRB 208425 Durchwahl: 0541-315-2264
Datum: 01.06.2017
Ihr Zeichen :
Geschaftsnummer
NZS HRB 208425 – Fall 5 .
(bei Antwort und Zahfungen bitte angeben)
Justizobersekretärin
Dieses Schreiben ist maschinell erstellt und auch ohne Unterschrift wirksam.
In letzter Zeit ist mehrfach von privaten "Wirtschaftsverlagen" kurz nach der Veröffentlichung einer Eintragung
versucht worden, mit amtlich aussehenden Rechnungen Kosten für die Eintragung in ein privates Register zu
erlangen. Hierbei handelt es sich nicht urn die Rechnung fûr die Eintragung in das öffentliche Handelsregister.
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RECEIVER’S PASSPORT COPY:
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RECEIVER’S CERTIFICATE OF INCORPORATION:
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EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS
CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL:
INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND
NATIONAL COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE
UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001) AND
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY
THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/
CEFACT).
EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC,
AS APPLICABLE. EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS
BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY
SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR
RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
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IRREVOCABLE MASTER DISBURSEMENT & PAYMENT
AGREEMENT (IMDPA)
I, the undersigned MR. NGUYEN QUANG SANG, PRESIDENT and CEO of GLOBAL REGREEN
JOINT STOCK COMPANY (hereinafter referred to as the “Payor” of the present monetary
resources) acting with full legal and corporate responsibility, hereby irrevocably and
unconditionally, without protest or noti.ication, without prejudice, recourse, or delay guarantee to
pay the project funding sums entitled to each Project Developer’s below nominated Master
Paymasters accounts listed on this document, via SWIFT MT103/202 wire transfer, at the time of
each and every tranche of the transaction settlement with INVESTOR, meaning simultaneously
upon clearance of funds and receipt of credit to our account. This IMDPA is our irrevocable pay
order to the project developers, is and shall remain an integrate part of the referenced contract
between receiver and INVESTOR.
This IMDPA shall remain in effect until this transaction, including any renewals, extensions and
additions are fully completed.
ARBITRATION: All disputes and questions whatsoever which arises between the Investor,
Receiver and/or Bene.iciaries/Project Developers to this Agreement and touching on this IMDPA
on the construction or application thereof or any account cost, liability to be made hereunder or
as to any act or way relating to this Agreement, shall be settled by the arbitration in accordance
with the arbitration laws of the ICC.
This IMDPA contains the entire agreement and understanding concerning the subject matter
hereof and supersedes and replaces all prior negotiations and proposed agreements, written or
oral. Neither of the Parties may alter, amend, nor modify this IMDPA, except by an instrument in
writing signed by both Parties and recipients of funds. This IMDPA will be governed by and
construed in accordance with the laws of United Kingdom. In the event that either Party and/or
Recipient(s) of funds shall be required to bring any legal actions against the Payor in order to
enforce any of the terms of this IMDPA the prevailing party shall be entitled to recover reasonably
attorney fees and costs.
This IMDPA, if transmitted by facsimile or electronic mail, shall be considered an original, legally
enforceable document. Generally recognised International Standards of Non-Circumvention &
Non-disclosure(NC/ND) are applicable for a period of Five (5) Years from the date of this
document or the last date of the contract, including any renewals, extensions and additions that
are fully completed/signed/sealed and we agree to respect those.
We hereby declare that we are fully aware that the information received from you is in direct
response to our request and is not in any way considered or intended to be a solicitation of funds
of any sort, or any type of offering, and is intended for our general knowledge only. We hereby
af.irm, under penalty of perjury, that we have requested information from you and your
organisation by our choice and free will, and further that you have not solicited us in any way. And,
project developers and master paymasters are NOT Advisors of any Kind.
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Parties to this IMDPA are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this IMDPA construes or creates a
partnership or employer/employee relationship between or among the Payor and recipient(s) of
funds here to. All taxes, Federal, State or other are the independent responsibility of each of the
recipient party hereto.
The above stated codes and any other identi.ication codes shall remain the same and shall not be
changed until this transaction including any renewals, extensions and additions are fully
completed and we agree to respect those. The transactionCode may be amended only by mutual
agreement between all parties hereto (including project developers who are represented by their
Master Paymasters). This transmission via facsimile or e-mail will be accepted as an original and I
(the “Payor”) con.irm that I have the full authority to execute this IMDPA document.
WE AS RECEIVER ARE READY TO MAKE THE PAYOUT TO SENDER AND TO ALL NOMINEES IN 24 TO 72
HOURS WITHOUT ANY REASON OR PROBLEMS AND WE ISSUES PAYMENT GUARANTEE LETTER (PGL)
WITH ALL BANKING & AGREEMENT DETAILS (SENDER & CONSULTANTS) INVOLVED WITH IFPA
ATTACHED, HAND-SIGNED & SEALED WITH WET BLUE INK ON ALL PAGES AND MENTIONS PAYOUT
TIME IN PGL.
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY FOUR)
HOURS AFTER BOTH PARTIES HAVE EXECUTED THE AGREEMENT AND ONLY AFTER THE
INVESTOR’S BANK HAVE MADE THE RELATED TRANSFER OF INVESTMENT FUNDS TO
RECEIVER’S/PAYOR’S BANK COMMON ACCOUNT. ALL SWIFT MT103/202 WIRE TRANSFERS TO
BE MADE HEREUNDER WILL BE MADE IN EURO CURRENCY AND SHALL HAVE A SPECIAL
MESSAGE ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE AND CREDIT”, AS PER
THE AGREED TERMS AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING
COORDINATES ARE AS FOLLOWS:
RATIO DISTRIBUTION
PARTY A : 50% (FIFTY PERCENT) FOR SENDER SIDE
PARTY B : 50% (FIFTY PERCENT) FOR RECEIVER SIDE
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DISTRIBUTION LIST AS PER THE IMDPA
SENDER SIDE GROUP (A1) - SHARES : EURO 169.75Million - 35% (THIRTY FIVE
PERCENT).
BTC ADDRESS
BTC ADDRESS
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RECEIVER SIDE SHARES : EURO 242.5 Million - 50% (FIFTY PERCENT)
INVESTMENT DISBURSEMENT PAYMENT OF FACE VALUE INCLUDING R&E TO
THE FOLLOWING ACCOUNT :
No. 91, Pasteur, Ben Nghe Ward, District 1, Ho Chi Minh City,
COMPANY ADDRESS:
Vietnam
108 Tran Hung Dao Street, Hoan Kiem District, Ha Noi City,
BANK ADDRESS
Vietnam
PHONE No. / FAX No. +84 24 3939 3069 / +84 24 3939 3067
VND:118002807613;
ACCOUNT NUMBER USD:113002807618;
EUR:112002807619
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SIGNATURE OF THE RECEIVER
Date Signed :
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"ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE"
EDT’s shall be deemed valid and enforceable in respect of any provisions of this Contract.
As applicable, this agreement shall:
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National
Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on
Electronic Signatures (2001) and
ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send
copies to the other party via Electronic Mail and shall be considered the same as an
original. When each party has completed copies of this Electronic Mail from the other
party, the Agreement is considered to be .inalised by all parties. The parties consent and
agree to be bound contractually by electronic communications relative to the matters
addressed in this Agreement. By executing this Agreement both parties acknowledge that
they have the hardware and software required to receive and transmit communications
(emails and email attachments) electronically to each other, in generally-acceptable
business formats (such as, but not limited to, Microsoft Excel PowerPoint). Both parties
speci.ically agree to do business with each other electronically.
The Parties hereto covenant and agree that each of them will execute such other and
further instruments and/or documents as may become reasonably necessary so as to
effectuate the purpose of this Agreement.
In Witness whereof, the Parties have executed this Agreement the date .irst above
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NOTARY PUBLIC
MY COMMISSION EXPIRES:
__________________________
OFFICER NAME:
TITLE:
ADDRESS:
TEL:
TODAY’S DATE:
[SEAL]
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BANK ENDORSMENT
WE, {BANK NAME} {BANK ADDRESS} AND THE OFFICERS WHO HAVE AFFIXED THEIR
NAMES AND CONTACT DETAILS HERETO, HEREBY CONFIRM WITH FULL BANKING
RESPONSIBILITY AND WITH FULL LEGAL LIABILITY, THAT THIS PAYMENT GUARANTEE
LETTER HAS BEEN LODGED WITH US AND WILL BE EXECUTED AS PER INSTRUCTIONS
ABOVE MENTIONED.
WE, THE UNDERSIGNED, CONFIRM THAT WE ARE READY WILLING AND ABLE TO
RECEIVE FUNDS VIA MT103-MANUAL DOWNLOAD AND WE WILL ISSUE CONDITIONAL
MT103 TO ALL NOMINATED ACCOUNTS WITHIN 24 (TWENTY FOUR) HOURS AFTER
LOCATING THE FUNDS IN COMMON ACCOUNT OF RECEIVER BANK AND WE FURTHER
GUARANTEE THAT AFTER DOWNLOADING AND RECEIVING FUNDS INTO THE RECEIVER'
S COMPANY ACCOUNT, ALL PAYMENTS, IN ACCORDANCE WITH TERMS OF THE
TRANSACTION CODE: 6723275737678188, WILL BE MADE WITHIN 1 (ONE) WORKING
DAY (24 HOURS) TO ALL NOMINATED ACCOUNTS AS GIVEN FOR THE SETTLEMENT OF
THE TRANSACTION.
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