PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/21102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. :1827201021-CFT-GPI-IMMOBILIENT_DB-XXXX-JLSXXX
Date: OCT 21, 2020
JOINT VENTURE AGREEMENT FOR PROJECT
MANAGEMENT OF THE TRANSFERS VIA SWIFT.COM
MT-103/GPI TRANSFER
BETWEEN
IMMOBILIEN PARTNER GMBH
AND
ROYAL FOUNDATION THAILAND
“Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/22102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. : 1827201021-DOA-CFT_GPI-IMMOBILIENT-ROYALFOUNDTHAI-JLSMRO
Date: OCT 22, 2020
THIS PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR EDIBLE
OIL REFINERY PROJECT INVESTMENTS VIA SWIFT.COM MT-103/GPI TRANSFER No: GPI IM/1T/TSI/22102020
(hereinafter, referred to, as “the Agreement”) is entered on the date of OCTOBER 22, 2020 by and between the
following parties:
The PARTY A - INVESTOR:
COMPANY NAME: IMMOBILIEN PARTNER GMBH
COMPANY ADDRESS: AN DER KRONENEIKE 14, BELM 49191 GERMANY
COMPANY REG. №: 0541/315-2240
REPRESENTED BY / TITLE MR. BRAUN ALEXANDER / DIRECTOR
PASSPORT NUMBER: L2JNTTT46
DATE OF ISSUE: 22.04.2017
DATE OF EXPIRY: 22.04.2027
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: FRANK KUNHKE
BANK OFFICER CODE: DB02673
(Hereinafter referred to as the “Party A” or the “INVESTOR”) And
The PARTY-B - the MANAGER:
COMPANY NAME ROYAL FOUNDATION THAILAND
COMPANY ADDRESS Royal Palace Thailand
REPRESENTED BY Mr Dittpong Buranset
PASSPORT NO. AB3678061
DATE OF ISSUE: 12 09 2019
DATE OF EXPIRY: 11 09 2024
COUNTRY OF ISSUE: Thialand
BANK NAME Siam Commercial Bank Public Company Limited (SCB)
BANK ADDRESS 183 Rajanakarn Building, South Sathorn Road, Yannawa, Sathorn, 10120 BANGKOK
SWIFT CODE SICOTHBK
ACCOUNT NAME Mr Dittpong Buranset
ACCOUNT EURO NUMBER 101 250112 9
BANK OFFICER Mr. WORAKRIT ANTAPHAN
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/21102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. :1827201021-CFT-GPI-IMMOBILIENT_DB-XXXX-JLSXXX
Date: OCT 21, 2020
(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/GPI). 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 TRANSFERS UP TO 500,000,000 Euro)in agreed tranches with rollover and extension via
SWIFT.COM MT-103/GPI (CASH TRANSFER) 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 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€ 500,000,000.00 Euro) in agreed tranches by way of Cash
Transfer via SWIFT.COM MT-103/GPI, which will be disbursed in accordance with Project requirements and with the
PAYOUT LIST instructions.
DESCRIPTION OF TRANSACTION
1 Sender Instrument : SWIFT.COM Transfer MT-103/GPI
2. Total Face Value: € 500,000,000.00 (FIVE HUNDRED MILLION EURO) with rolls and
extentions
3. First Tranche : € 49,000,000.00 ( FORTY-NINE MILLION EURO )
4. Second Tranche: € 500,000,000.00 ( FIVE HUNDRED MILLION EURO )
5. Subsequent Tranches : Amount to be mutually agreed
6. Remittance by: VIA SWIFT.COM MT-103/GPI CASH TRANSFER
7. Ratio : Sender 40+10
Receiver 40+10
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/22102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. : 1827201021-DOA-CFT_GPI-IMMOBILIENT-ROYALFOUNDTHAI-JLSMRO
Date: OCT 22, 2020
CASH TRANSFER VIA SWIFT.COM MT-103/GPI:
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. Party -A will issue mt199 pre advise.
5. Party B will send swift RWA with the amount that they can receive.
6. PARTY-B issue bank endorse PGL and pay order.
7. Investor will then transfer the CASH via SWIFT.COM MT-103/GPI to Party B’s account and provides a Copy of the
TRANSACTION SLIP, SWIFT.COM MT-103/GPI AND DISBURSEMENT INSTRUCTIONS SWIFT MT-103/GPI to Receiver via e-
mail for their reference and records.
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/GPI 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 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.
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.
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/21102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. :1827201021-CFT-GPI-IMMOBILIENT_DB-XXXX-JLSXXX
Date: OCT 21, 2020
(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
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 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
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/22102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. : 1827201021-DOA-CFT_GPI-IMMOBILIENT-ROYALFOUNDTHAI-JLSMRO
Date: OCT 22, 2020
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.
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
(i) 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
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. 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 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.
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/21102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. :1827201021-CFT-GPI-IMMOBILIENT_DB-XXXX-JLSXXX
Date: OCT 21, 2020
(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 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.
SANCTIONS (NON PERFORMANCE)
AFTER THIS CONTRACT IS SIGNED BY BOTH PARTIES, AND COPIES EXCHANGED ELECTRONICALLY OR OTHERWISE BY A
DELIVERY SERVICE, FAILURE TO FOLLOW THE CLOSING PROCEDURE IN TIME AND FORM HEREIN IS CONSIDERED BREACH
OF THIS CONTRACT AND PUTS THE FAILING PARTY IN DEFAULT POSITION TO PAY A ONE TIME PENALTY FEE OF ONE
PERCENT (1%) OF THE CASH TRANSFER TO THE SUFFERING PARTY.
DISCLAIMER
THE INTERMEDIARIES ARE ONLY RESPONSIBLE FOR THIS RESOURCE AND BUSINESS DOCKING, THE INTERMEDIARIES DO
NOT UNDERTAKE ANY DISPUTES ARISING FROM THIS OPERATION CAUSED BY ECONOMIC, CIVIL AND LEGAL LIABILITY.
NON-CIRCUMVENTION & NON-DISCLOSURE (NC/ND)
THE PARTIES HEREIN AGREE THE NON-CIRCUMVENTION/NON-DISCLOSURE RULES OF ICC, LATEST EDITION, SHALL APPLY
TO THE TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT BY THE
UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THIS NC/ND ALSO APPLIES TO ANY AND ALL OTHER
TRANSACTIONS DIRECT OR INDIRECT. REGARDING THIS TRANSACTION AND ITS POSSIBLE ROLLOVERS AND EXTENSIONS,
EACH PARTY AND THEIR RESPECTIVE INTERMEDIARIES WARRANT NOT
REVEALING THE BANKING COORDINATES, PROVIDED HEREIN, TO ANY INDIVIDUAL OR INSTITUTION OTHER THAN THOSE
BANKING OFFICERS NECESSARY FOR COMPLETION OF THIS TRANSACTION.
AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN AGREEMENT/
CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR EXECUTION BELOW, THE
PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND WARRANT ONTO THE OTHER THE
ENTIRE AGREEMENT BETWEEN PARTIES.
IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE BELOW WRITTEN
CONFIRMED AND SIGNED ON SEPTEMBER 06, 2020, FOR AND ON BEHALF OF PARTY A (PROVIDER):
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/22102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. : 1827201021-DOA-CFT_GPI-IMMOBILIENT-ROYALFOUNDTHAI-JLSMRO
Date: OCT 22, 2020
CONFIRMED AND SIGNED ON OCTOBER 22, 2020 CONFIRMED AND SIGNED ON OCTOBER 22, 2020
FOR AND ON BEHALF OF PARTY A (SENDER): FOR AND ON BEHALF OF PARTY B (RECEIVER):
IMMOBILIEN PARTNER GMBH
REPRESENTED BY MR BRAUN ALEXANDER REPRESENTED BY Mr. Dittpong Buranset
TITLE DIRECTOR ISSUED PLACE Thailand
PASSPORT NO. L2JNTTT46 PASSPORT NO. AB3678061
DATE OF EXSPIRTY 22 APR 2027 DATE ISSUE 12 09 2019
ISSUING COUNTRY GERMANY DATE EXPIRY 11 09 2024
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/21102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. :1827201021-CFT-GPI-IMMOBILIENT_DB-XXXX-JLSXXX
Date: OCT 21, 2020
PASSPORT COPY OF THE PARTY-A
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/22102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. : 1827201021-DOA-CFT_GPI-IMMOBILIENT-ROYALFOUNDTHAI-JLSMRO
Date: OCT 22, 2020
CERTIFICATE OF INCORPORATION OF THE PARTY A :
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/21102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. :1827201021-CFT-GPI-IMMOBILIENT_DB-XXXX-JLSXXX
Date: OCT 21, 2020
PASSPORT COPY OF THE PARTY-B
Party A”: ___________________ “Party B”: ____________________
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
Agreement No: IM/1T/TSI/22102020
Transaction Code No: GPI IM/1T/TSI/21102020
COORD REF. : 1827201021-DOA-CFT_GPI-IMMOBILIENT-ROYALFOUNDTHAI-JLSMRO
Date: OCT 22, 2020
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:
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);
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by
the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT);
and
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.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of OCTOBER 22, 2020.
Party A”: ___________________ “Party B”: ____________________
