AGREEMENT №: IMO-GEL/GPI-10B
TRANSACTION CODE: IMO-GEL/GPI-10B
DATE: 20.01.2025
PARTNERSHIP AGREEMENT ON INVESTMENTS AND FINANCIAL CORPORATION PAY
ORDER
◇Via SWIFT GPI MT-103 WIRE TRANSFER AUTOMATIC DOWNLOAD (M0 CASH FUNDS)◇
This Partnership agreement or financial cooperation pay order agreement (hereinafter, referred to, as the Agreement,
is entered on this 20TH day of JANUARY 2025 by and between the following parties:
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: 26.04.2027
COUNTRY OF ISSUE GERMANY
BANK NAME : DEUTCHE BANK AG
BANK ADDRESS: Wittekindstrasse 9-10, 49006 Osnabrück, GERMANY
ACCOUNT NAME: IMMOBILIEN PARTNER GMBH
ACCOUNT NUMBER DE20265700240038813200
SWIFT CODE: DEUTDEDB265
BANK OFFICER NAME: FRANK KUNHKE
BANK OFFICER PHONE: +49 541 342 321
BANK OFFICER E-MAIL:
[email protected] And
COMPANY NAME GLEESIDE ENTERPRISE LIMITED
COMPANY ADDRESS UNIT B, 3/F, KAI WAN HOUSE, 146 TUNG CHOI STREET, MONGKOK,
KOWLOON
INCORPORATE REG. NO. 3313929
REPRESENTED BY MS. WANG SHUN QIONG
CORPORATE TITLE DIRECTOR
PASSPORT NUMBER E27785030
DATE AND PLACE OF ISSUE 28 AUGUST 2014 CHINA
DATE OF EXPIRY 27 AUGUST 2024
BANK NAME DEUTSCHE BANK AG, HONG KONG
BANK ADDRESS 57/F, INTERNATIONAL COMMERCE CENTRE, 1 AUSTIN ROAD WEST,
KOWLOON, HONG KONG
SWIFT CODE DEUTHKHHXXX
ACCOUNT NUMBER 9988001424156
ACCOUNT NAME GLEESIDE ENTERPRISE LIMITED
BANK OFFICER NAME PATRICK CHOW
IBAN CODE: N/A
BANK OFFICER TEL +852 2203 8888
BANK OFFICER EMAIL ADDRESS
[email protected] Page 1 of 1
First Party Initials: Second Party Initials:
AGREEMENT №: HCI-IMO/GPI-100T
TRANSACTION CODE: HCI-IMO/GPI-100T/LINK
DATE: 20.06.2021
RECEIVER is licensed and must abide by all Banking Laws and Regulations, set through compliance and due diligence
requirements for all International Banking / Business / Commodity transactions worldwide. RECEIVER has Approvals
to accept large deposits / a sum of monies from around the World, MOREOVER has Bank Approvals to accept /
conclude large International / Global Business Transactions.
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 GPI 103 CASH WIRE TRANSFERS up to €100,000,000,000,000.00 (ONE HUNDRED TRILLION EUROS) with
rollover and extension VIA the SWIFT.GPI MT-103 / GPI [WIRE TRANSFER] from Party A, these funds will be
invested/disbursed by Party-B as per IMFPA.
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, willing and able to Receive to €1,000,000,000.00 (ONE BILLION EUROS) by way of
Wire Transfer via SWIFT.GPI MT-103 CASH WIRE, which will be disbursed in accordance with the IMFPA instructions.
DESCRIPTION OF TRANSACTION
Sender’s Instrument: SWIFT MT-103 GPI Wire Transfer Automatic Download (M0 CASH FUNDS)
Total Face Value: €10,000,000,000.00 (TEN BILLION EUROS) R&E
First Tranche: 1 BILLION EURO (ONE BILLION EURO)
FURTHER TRANCHES TBC
TOTAL PAYOUT As agreed in the Corporate PGL
Sender’s Project WITH
Mandate and Beneficiaries.
Receiver’s Project WITH
Mandate and Beneficiaries.
Payment by: SWIFT.COM MT-103/GPI WIRE Transfer within 1-3 banking days after
receipt, authentication & verification from the Sender
Special remarks: It is understood that the exact amount and timing of tranches are defined
between bank-officers.
WIRE TRANSFER VIA SWIFT GPI MT- 103 PROCEDURE:
Party-A & Party-B both sign & execute the Joint Venture Investment Agreement. This Investment Agreement, which
thereby automatically becomes a full commercial recourse contract.
The Parties will lodge a copy of this executed Agreement into their respective banks for compliance, if necessary.
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Initials First Party: Initials Second Party:
AGREEMENT №: IMO-GEL/GPI-10B
TRANSACTION CODE: IMO-GEL/GPI-10B
DATE: 20.01.2025
The sender bank will issue Swift MT 103 GPI Wire Transfer FUNDS to the receiver and provide the Swift copy,
transfer slip, and Debit advice. Receiver will verify, authenticate & confirm the receipt of the funds and will disburse
as per PAYOUT LIST instructions or ACCORDING TO THE PGL within 3-5 days.
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 transactions. 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.
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 non performing party, or which the non performing party
by exercise of reasonable diligence is unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
Representations.
(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 hereunder and
to conduct the business of this transaction.
(b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of such a 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 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 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.
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First Party Initials: Second Party Initials:
AGREEMENT №: HCI-IMO/GPI-100T
TRANSACTION CODE: HCI-IMO/GPI-100T/LINK
DATE: 20.06.2021
(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
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-conventions.
(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 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.
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Initials First Party: Initials Second Party:
AGREEMENT №: IMO-GEL/GPI-10B
TRANSACTION CODE: IMO-GEL/GPI-10B
DATE: 20.01.2025
(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 it’s
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 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 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 the 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 reasonable 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.
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:
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
Page 5 of 5
First Party Initials: Second Party Initials:
AGREEMENT №: HCI-IMO/GPI-100T
TRANSACTION CODE: HCI-IMO/GPI-100T/LINK
DATE: 20.06.2021
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 THEIR 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 AUG. 26,
2020.
AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:
For and on behalf of the Party A - the Investor:
For and on behalf of the Party B - the Receiver:
Signatory Name: MR. BRAUN ALEXANDER
Title: CEO/Director
Passport Number: L2JNTTT46
Signatory Name: Ms. WANG SHUN QIONG
DATE OF EXPIRY: 26/04/2027
Country of Issue: GERMANY Title: Director
PASSPORT NUMBER: E27785030
Date of Expiry: 27 AUGUST 2024
ISSUED BY COUNTRY: China
ANNEX 1: Sender Passport Copy
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Initials First Party: Initials Second Party:
AGREEMENT №: IMO-GEL/GPI-10B
TRANSACTION CODE: IMO-GEL/GPI-10B
DATE: 20.01.2025
Page 7 of 7
First Party Initials: Second Party Initials:
AGREEMENT №: HCI-IMO/GPI-100T
TRANSACTION CODE: HCI-IMO/GPI-100T/LINK
DATE: 20.06.2021
ANNEX 2: SENDER’S CERTIFICATE OF INCORPORATION:
ANNEX 3: RECEIVER – PASSPORT COPY
Page 8 of 8
Initials First Party: Initials Second Party:
AGREEMENT №: IMO-GEL/GPI-10B
TRANSACTION CODE: IMO-GEL/GPI-10B
DATE: 20.01.2025
Page 9 of 9
First Party Initials: Second Party Initials:
AGREEMENT №: HCI-IMO/GPI-100T
TRANSACTION CODE: HCI-IMO/GPI-100T/LINK
DATE: 20.06.2021
ANNEX 4: RECEIVER CERTIFICATE OF INCORPORATION
Page 10 of 10
Initials First Party: Initials Second Party:
AGREEMENT №: IMO-GEL/GPI-10B
TRANSACTION CODE: IMO-GEL/GPI-10B
DATE: 20.01.2025
Page 11 of 11
First Party Initials: Second Party Initials:
AGREEMENT №: HCI-IMO/GPI-100T
TRANSACTION CODE: HCI-IMO/GPI-100T/LINK
DATE: 20.06.2021
“ACCEPTED AND AGREED WITHOUT CHANGE”
(Electronic signature is valid and accepted as hand signature) EDT
(ELECTRONIC DOCUMENT TRANSMISSIONS)
1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract. As applicable, this agreement shall be: Incorporate U.S. Public Law 106-229, ‘‘Electronic
Signatures in Global & National Commerce Act’’ or such other applicable law conforming to the UNCITRAL
Model Law 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).
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 their respective obligations
and duties under EDT instruments. Required message “The remitter is known to us. This is done with full
banking responsibility and we are satisfied as to the source of funds sent to us.”
*** END OF DOCUMENT ***
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Initials First Party: Initials Second Party:
