AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
JOINT VENTURE AGREEMENT
FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA MT-103 TT CASH TRANSFER
BETWEEN
IMMOBILIEN PARTNER GMBH
AND
IMMOINVEST DEUTSCHLAND GMBH
THIS SERVICE AGREEMENT IS A LEGAL AGREEMENT BETWEEN SENDER AND RECEIVER. PLEASE READ THIS
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
AGREEMENT CAREFULLY. BOTH PARTIES ARE HEREBY AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS
MEANS THAT, BY INVESTMENT & PARTNERSHIP COOPERATION BOTH ACCEPTS ALL TERMS AND CONDITIONS OF
THIS AGREEMENT UNCONDITIONALLY.
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA MT-103 TT CASH TRANSFER)
This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR EDIBLE OIL REFINERY
PROJECT INVESTMENTS VIA MT-103 TT CASH TRANSFER REFERENCE: DEUT99785674321(Hereinafter, referred to, as
“the Agreement”) is entered on the date January of 04, 2022, by and between the following parties:
THE PARTY A - THE INVESTOR:
COMPANY NAME: IMMOBILIEN PARTNER GMBH
COMPANY ADDRESS: AN DER KRONENEIKE 14, BELM 49191 GERMANY
COMPANY REG. NO: 0541/315-2240
REPRESENTED BY/ TITLE MR. BRAUN ALEXANDER / DIRECTOR
PASSPORT NUMBER: L2JNTTT4G
DATE OF ISSUE: 22.04.2017
DATE OF EXPIRY: 26.0402027
COUNTRY OF ISSUE GERMANY
BANK NAME: DEUTSCHE BANK PRIVAT UND GESCHAFTSKUNDEN
BANK ADDRES: DB Privat- und Firmenkundenbank (Deutsche Bank PGK)
49006 Osnabrück, GERMANY
ACCOUNT NAME: IMMOBILIEN PARTNER GMBH
ACCOUNT NUMBER DE20265700240038813200
SWIFT CODE: DEUTDEDB265
BANK OFFICER NAME: COLLEEN
BANK OFFICER CODE: DB02267
(Hereinafter referred to as the “Party A” or the “INVESTOR”)
And
THE PARTY-B - THE MANAGER:
COMPANY NAME: IMMOINVEST DEUTSCHLAND GMBH
COMPANY ADDRESS: Im Gefierth 6, 63303 Dreieich, Germany,
COMPANY REG. NO: HRB 45023
REPRESENTED BY/ TITLE MR. XIANGGUO ZHANG
PASSPORT NUMBER: NWP5220L8
DATE OF ISSUE: 24.Nov.2014
DATE OF EXPIRY: 24.Nov.2024
COUNTRY OF ISSUE NEDERLAND
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
BANK NAME: DEUTSCHE BANK AG
BANK ADDRES: Frankfurter-Strasse.161, Neu-Isenburg, Germany
ACCOUNT NAME: ImmoInvest Deutschland GmbH
ACCOUNT NUMBER DE36 5057 0024 0337 5722 00
SWIFT CODE: DEUTDEDB505
BANK OFFICER NAME: Corina Kolb
BANK OFFICER EMAIL +49 89 23 900
(Hereinafter referred to as the “Party B” or the “MANAGER”)
Party B has the capacity and will strictly abide by all Banking Laws and Regulations, set through compliance and due
diligence requirements for all International Banking / Business / Commodity transactions worldwide. Party B has the
ability to accept deposits / funds from around the World, Party B has the ability to accept / conclude International / Global
Business Transactions through MT103 TT CASH TRANSFER. PARTY B will manage all the payment instructions of
Party A (the investor).
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
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121 TRANSACTION REFERENCE: DEUT997856743216
DATE: JANUARY 04, 2022
TRANSFERS up to €10,000,000,000,000.00 (TEN TRILLION EURO) in agreed tranches with rollover and extension via
MT-103 TT CASH TRANSFER from Party-A, these funds will be invested/disbursed by Party-B as per PAYOUT LIST
instructions.
WHEREAS: The Party-A represent 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 Annex 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 €10,000,000,000,000.00 (TEN TRILLION EURO) in agreed
tranches by way of Cash Transfer via MT-103 TT CASH TRANSFER, which will be disbursed in accordance with Project
requirements and with the PAYOUT LIST instructions.
BI. DESCRIPTION OF TRANSACTION
SENDER’S INST RUMENT: MT-103 TT CASH TRANSFER
TOTAL FACE VA LUE: € 10,000,000,000,000.00 (TEN TRILLION EURO)
SUBSEQUENT T RANCHES: Amount to be mutually agreed
REMITTANCE B Y: MT-103 TT CASH TRANSFER
FIRST TRANCH : € 1,200,000,000,000.00 ( ONE TRILLION TWO HUNDRED EURO)
CASH TRANSFER VIA MT-103 TT CASH TRANSFER:
1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement.
2. This Investment Agreement, which thereby automatically becomes a full commercial recourse contract.
3. The Parties will lodge a copy of this executed Agreement into their respective banks for the compliance, if
necessary.
4. Investor will then transfer the CASH via MT-103 TT CASH TRANSFER to Party B’s account and provides a Copy of
the TRANSACTION SLIP, MT-103 TT CASH TRANSFER AND DISBURSEMENT INSTRUCTIONS SWIFT MT-103 TT CASH
TRANSFER to Receiver via e-mail for their reference and records.
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
Party B will verify, authenticate & confirm the receipt of the cash funds within ONE banking day and then make the
necessary disbursements via Swift MT-103 TT CASH TRANSFER as per PAYOUT LIST instructions or as mutually agreed.
NON-SOLICITATION
Receiver hereby confirms 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 here under 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.
The term Beyond the Control of Such Party includes 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.
REPRESENTATIONS AND WARRANTIES
a) Organization. It is duly organized, 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 here under 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 authorization,
execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby
by such party, have been duly taken.
d) No Conflict. The execution and delivery of this Agreement by it and the consummation of the transactions
contemplated hereby by it do not conflict with or contravene the provisions of its organizational 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 adviser 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 authorized signatories will execute any modifications, 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 certified 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) Specific Performance; Other Rights. The Parties recognize 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 specific
performance.
c) Prior Agreements; Construction; Entire Agreement. This Agreement, including the
Exhibits and other SENDER (PARTY-A)
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 prior agreements and understandings between
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
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 conflict 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 modified except (i) 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 final 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 Counter claim There in.
i) No Rights of Third Parties. This Agreement is made solely and specifically between and for the benefit 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 benefits under or on account of this Agreement as a third-party beneficiary 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 conflict 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’
Affiliates from all claims and/or damages as a result of this representation and warranty being false.
m) Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency in which the
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
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 here under 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. If 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 final 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. If 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 first written above. Any official
notice(s) exchanged by the Parties hereto, shall be sent to the first 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.
***THIS SPACE INTENTIONALLY LEFT BLANK***
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:
FOR AND BEHALF OF THE PARTY-A / INVESTOR FOR AND BEHALF OF THE PARTY-B / MANAGER
COMPANY NAME: IMMOBILIEN PARTNER GMBH COMPANY NAME: IMMOINVEST DEUTSCHLAND GMBH
[SEAL/SIGNATURE] [SEAL/SIGNATURE]
SIGNATORY NAME: MR. BRAUN ALEXANDER SIGNATORY NAME: MR. XIANGGUO ZHANG
TITLE: DIRECTOR TITLE: CEO
PASSPORT Nº: L2JNTTT4G PASSPORT Nº : NWP5220L8
DATE OF ISSUE: 27-APRIL-2017 DATE OF ISSUE: 25 NOV 2014
DATE OF EXPIRY 26-APRIL-2027 DATE OF EXPIRY 25 NOV 2024
ISSUED BY COUNTRY: GERMANY ISSUED BY COUNTRY: NEDERLAND
DATE OF SIGNING
14TH OCTOBER 2022 DATE OF SIGNING 14TH OCTOBER 2022
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY
PROVISIONS OF THIS CONTRACT AND AS APPLICABLE, THIS AGREEMENT SHALL INCORPORATE:
1. U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT’’ OR SUCH OTHER
APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL ON ELECTRONIC SIGNATURES (2001);
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS
CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT); AND
3. 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
THEI OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
IN WITNESS WHEREOF, THE PARTIES HERETO DO SET THEIR HANDS AND ARE WITNESSED WITH SEALS UPON
THIS AGREEMENT AS OF THIS DATE OF DECEMBER. 03, 2021.
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
PASSPORT COPY OF THE PARTY-A
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
TRANSACTION REFERENCE:
DATE: JANUARY 04, 2022
CERTIFICATE OF INCORPORATION OF THE PARTY A
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
PASSPORT COPY OF THE PARTY-B
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
CERTIFICATE OF INCORPORATION OF THE PARTY B
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INVESTOR INITIAL RECEIVER INITIAL
AGREEMENT Nº: MT103 TT CASH TRANSFER- 10T-040121
TRANSACTION REFERENCE: DEUT997856743216
DATE: OCTOBER 14TH, 2022
edt‟s shall be deemed valid and enforceable in respect of any provisions of this contract. as applicable, this agreement shall:
4. 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 on electronic signatures (2001) and
5. electronic commerce agreement (ece/trade/257, geneva, may 2000) adopted by the united nations centre for trade
facilitation and electronic business (un/cefact).
6. 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 thei obligations and duties under edt instruments.
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 finalized 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 microsoft excel powerpoint). Both parties specifically
agree to do business with each other electronically.
****END OF AGREEMENT ***
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