In the financial matter, it is difficult now to place small amounts in the Private Placement Programs. There are many clients with the cash funds from USD.1’000’000.- to USD.5’000’000.-
In the past, we have tried to cumulate these small amounts into big amount for Private Placement Programs. But the time of cumulating them was too long.
We think now of other SOLUTION containing the following points:
1) Actually, we discuss with a “basis” Client who is Owner of Assets actually evaluated in the amount USD.105’000’000.-. This is an amount ready to enter into Private Placement Programs.
2) The above “basis” Client agrees to accept other Clients with small amounts of cash funds as Partners.
3) A PARTNERSHIP AGREEMENT will be signed between the “basis” Client and other Clients with small amounts from USD.1’000’000.- to USD.5’000’000.- These amounts must not move from the Clients’ Accounts, i.e. they are only blocked.
4) The PROCEDURES to realize this Partnership are as follows:
a) The Clients with small amounts send to us: (i) Letter of Intent; (ii) Non Solicitation Letter; (iii) Bank Proof of Funds.
b) We will send them the Draft of PARTNERSHIP AGREEMENT
c) Signature of the PARTNERSHIP AGREEMENT
Our Contact Address: Dr.NGUYEN PHUC LIEN
22, Rue du Prieure 1202 GENEVA, Switzerland Tel: 0041 22 731 82 66 or 0041 22 738 28 08 Mobile: 0041 79 766 65 83 or 0041 79 766 65 72 E-Mail: nguyenphuclien2009@yahoo.com
Mr. ________________, Passport __________________________ and/or assigns located___________________________________________________________ __________________________________________________________(Party II)
R E C I T A L S:
WHEREAS, the parties herein propose to form a Joint Venture Partnership to engage in (i) the asset management; (ii) the business of buying and selling bank debentures through a Managed Buy / Sell Agreement;
WHEREAS, the parties desire to form a Joint Venture Partnership (the “PARTNERSHIP”), by execution of this Agreement for the purposes provided to fix and define their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned;
NOW, THEREFORE, in consideration of mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to constitute themselves as Joint Venture Partners (the “PARTNERS”) for the purposes set forth herein, and intending to be legally bound hereby, the parties hereto do covenant, agree, and certify as follows:
1. Formation of Joint Venture Partnership
The PARTNERSHIP shall be formed as a Joint Venture Partnership organized under the laws of Switzerland.
The Party II shall act as the General Joint Venture Partner and assume all duties and responsibilities, as described herein, for operating and managing the PARTNERSHIP. In exchange for accepting these responsibilities and contributing its skill, expertise, contacts, technology, and other resources to the PARTNERSHIP.
The Party I shall act as a Limited Joint Venture Partner and have no responsibilities for operating or managing the PARTNERSHIP. In exchange for providing certain financial consideration herein described, the Pary I shall participate in any Benefits generated by the PARTNERSHIP as set forth herein.
2. Contributions and Participation of Partners
The Party I shall contribute funds in the amount of $_____________ (_________________________Million US Dollars).
The Party II shall contribute Assets actually evaluated in the amount of $105’000’000.00 (One Hundred and Five Million US Dollars) as principal funds for business.
3. Duties and Responsibilities of Partners
The Party I shall block its funds as a management fund ensuring expenses, fees, and other legitimate costs of the business of the PARTNERSHIP. These expenses will be deducted out from the first benefits disbursed to the Joint Venture Partners.
The Party II, on a “best effort” basis, attempt to procure a credit line or loan secured by the ASSETS. The proceeds derived from this line of credit or loan (the “FUNDS”) shall be used by the PARTNERSHIP to engage in Managed Buy / Sell transactions or other commercial operations as described herein for the mutual benefit of the PARTNERS.
3.1. “Home Account”
The PARTNERS agree to establish a Joint Venture “benefits disbursement account” with ___________ Bank or as mutually agreed. The bank, the type of account, and the location must be acceptable to the PARTNERS. This bank account will be the PARTNERSHIP’S “HOME ACCOUNT”.
3.2. Benefits and Costs
The “Benefits” earned will be distributed ____% (____ percents) to the Party I and ____% (_____ percents) to the Party II. The PARTNERSHIP will distribute “Benefits” earned by the completion of TRANCHES to the PARTNERS, and shall pay all fees, commissions, costs, and other expenses related to each TRANCHE at the successful conclusion and settlement of each TRANCHE.
3.3. Frequency of Payments
RETURNS, fees, commissions, wire charges, and other expenses shall be paid by the PARTNERSHIP as TRANCHES are settled, or as agreed.
3.4. Methodology of Payments
Payments shall be made via bank wire to the PARTNERS as each TRANCHE is settled or as agreed. Full banking coordinates for the PARTNERS shall be exchanged upon the execution of this AGREEMENT.
3.5. Accountability
The Party II shall provide the PARTNERS with monthly statements, delivered electronically via email, via facsimile, or via courier as requested by the PARTNERS. These statements shall detail the TRANCHES opened and settled, and the RETURNS accrued during the preceding month.
3.6. Records and Auditing
The FUNDS and all transactions completed in the operation of the PARTNERSHIP are to be recorded in books of account in accordance with accepted accounting procedures. These books are to be opened for the inspection of each of the PARTNERS at all times.
4. Effective Date, Term, and Termination
4.1. Effective Date of the AGREEMENT
This AGREEMENT shall commence and become effective on the date on which all PARTNERS have executed it and a countersigned original has been delivered to all PARTNERS (the “EFFECTIVE DATE”). The PARTNERS understand and agree, however, that following the EFFECTIVE DATE of this AGREEMENT, The Party II, as General Joint Venture Partner, will execute Term of the AGREEMENT
The PARTNERS understand and agree that once contracts have been established with Third-Party in financial or commercial operations, the PARTNERS will be irrevocably committed to the terms and conditions of this AGREEMENT until the AGREEMENT has been completed as defined herein above.
4.2. Dissolution upon Completion
Upon the completion of this AGREEMENT as set forth herein above, any and all residual RETURNS will be distributed to the PARTNERS, any and all residual expenses, fees, and other legitimate costs of doing business shall be paid by the PARTNERSHIP, and the entirety of the FUNDS shall be returned intact to all Parties.
4.3. Early Termination of the AGREEMENT
The PARTNERS understand and AGREE that once the commitments and contracts have been made with such Third-Parties, this AGREEMENT may not be terminated by the PARTNERS for any reason until the AGREEMENT has been completed as set forth above. 4.4. Notices
All notices, consents, and demands under this AGREEMENT shall be in writing and may be delivered personally, sent by telegram, telex, air courier, or facsimile or may be forwarded by first-class registered or certified mail to the address for each party set forth below, or to such address as each party may from time to time specify by notice. Any notice delivered or sent by telegram, telex, or facsimile shall be deemed to have been given and received on the business day next following the date of delivery, but only if written proof of delivery can be produced. Any notice mailed as aforesaid shall be deemed to have been given and received on the fifth (5th) business day following the date it is posted, providing that if between the time of mailing and the actual receipt of the notice there shall be a mail strike, slowdown, labor dispute or other condition which might affect delivery of the notice by the mail, then the notice shall be effective only if actually delivered. Because there may be problems with mail delivery in ___________, the notice will be sent to the Partners simultaneously to their own Address in _________, to the Address of their Mandate in Switzerland and electronically to the E-Mail Address of the Partners. Each party’s proper address shall be the address set forth below unless and until a party specified another address by written notice to the other party.
5. Force Majeure
This Agreement is subject to the terms and conditions set forth by the International Commerce Commission regarding Force Majeure and Hardship and popularly known as the “ICC Force Majeure Clause 2003” and “ICC Hardship Clause 2003” as they are commonly applied to international banking and financial transactions.
6. Assign ability
Neither this AGREEMENT, nor any rights or obligations conferred hereunder may be assigned in whole or in part by either party without obtaining the prior written consent of the other party. The Party II reserves the right, however, to assign this AGREEMENT at its option to any company or legal entity entirely under its control.
7. Successors
This AGREEMENT shall extend to and be binding upon the heirs, personal representatives, successors, and assigns of the parties hereto. 8. Warranty of Authority
The persons executing and delivering this AGREEMENT on behalf of the parties represent and warrant that each of them is duly authorized to do so and that the execution of this AGREEMENT is the lawful and voluntary act of the parties.
9. Modifications
It is agreed by and between the parties hereto that this AGREEMENT may be modified only by a written instrument signed by all of the parties.
10. Waiver of Breach
The failure of either party to enforce for any time or for any period of time any of the provisions of this AGREEMENT shall not be construed as a waiver of the right of such party thereafter to enforce each and every such provision.
11. Governing Law
This AGREEMENT, and any disputes hereunder, shall be governed by the laws of Switzerland. Any controversy or claim arising out of or in relation to this Agreement, or breach hereof, shall be finally settled by arbitration in Geneva, Switzerland.
a) The arbitration shall be conducted before three arbitrators in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce then in effect.
b) The PARTNER or PARTNERS requesting arbitration shall appoint one arbitrator and the other PARTNER or PARTNERS in the position of defendant shall jointly appoint a second arbitrator within thirty (30) days after receipt of a demand for arbitration. The arbitrators shall be freely selected, and the PARTNERS shall not be limited to any prescribed list. The two arbitrators thus appointed shall, within thirty (30) days after both shall have been appointed, appoint a third arbitrator who shall preside over the arbitration proceedings.
12. Costs and Attorneys Fees
In the event that either party institutes mediation or legal action for the enforcement of any right, obligation, provision, or covenant of this AGREEMENT, the prevailing party shall be entitled to a reasonable attorney’s fee in addition to costs of suit.
13. Counterparts
This AGREEMENT may be executed simultaneously in two or more counterparts, all of which together shall constitute one and the same instrument and when so signed shall be deemed to bear the date first written below.
14. Language and Translations
This AGREEMENT is written in the English language and executed in two counterparts, each of which shall be deemed an original. The English language text of the AGREEMENT shall prevail over any translation thereof.
15. Confidentiality
Except as required by law or as reasonably required in order to enable and execute the transactions contemplated herein, the PARTNERS agree to maintain the confidentiality of all information and data relating to the business of the PARTNERSHIP and each other, including, without limitation, economic, financial and/or personal information, disclosed, directly or indirectly, or disclosed by visual inspection, and shall not disclose such information and data to a third party without the prior written consent of the other PARTNERS
16. Entire Agreement
All of the terms and conditions of the AGREEMENT between the parties are contained herein, and no representations or inducements have been made other than those specifically set forth.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first written above.
Party I Party II
Signature: Signature: _________________________ ______________________________ Name:Mr._________________ Name: Mr. ___________________ Passport No._______________ Passport No.__________________ Issue Date:________________ Issue Date:____________________ Expiry Date________________ Expiry Date:___________________ Country of Issue____________ Country of Issue:________________
Date: ___th of _______ 200__ Date:___th of___________200__
Witnesses:
______________________ ______________________ M.____________________ M.____________________ Passport No.____________ Passport No.____________ Country of issue:_________ Country of issue:_________
Chúng tôi luôn luôn đặt trọng tâm đấu tranh vào MẶT TRẬN KINH TẾ/TÀI CHÁNH. Trong cuộc đấu tranh của Dân chúng, nếu có bị CSVN độc tài dùng bạo lực đấm đá, đàn áp, thì Dân vần có thể nói rằng đã chịu ĐẤM, thì phải ăn được XÔI, chứ không chỉ nhìn những quan niệm trừ tượng Dân chủ/ Nhân quyền mà bụng đói veọ
Chúng tôi muốn đi vào thực tế đấu tranh như vậỵ Cá nhân tôi đã tận tình ủng hộ, cổ võ những cuộc biểu tình của Nông dân đòi Công lý, những cuộc đình công của Công nhân để sức lực làm việc của họ khỏi bị bóc lột.
Cũng trong chủ trương đấu tranh cụ thể về Kinh tế/ Tài chánh, chúng tôi bắt đầu kêu gọi sự yểm trợ tích cực cho những Công ty Tư doanh. Khi những Công ty Tư doanh này lớn mạnh, thì họ tự động đứng lại với nhau làm một Lực lượng để bảo vệ những gì họ đã làm ăn được, chống lại những đặc ân đặc quyền con ông cháu cha của đảng CSVN.
Chính những Công ty Tư doanh này sẽ là nền tảng phát triển Kinh tế Việt Nam sau nàỵ
Chúng tôi đã có nhiều năm cùng làm việc với một số Công ty nước ngoàị Chúng tôi thảo luận với họ để họ giúp một tay và họ đã đồng ý cùng mở ECOFINCOM Advisers Group nhằm mục đích chỉ hỗ trợ những Công ty Tư doanh Việt Nam. Chúng tôi đồng lòng từ chối không hợp tác với những Dự án của Nhà Nước và nhất định không yểm trợ những Công ty Quốc doanh vì những lý do Kinh tế.
Chúng tôi xin phép viết bằng Anh ngữ vì phải thông báo những bản viết này cho cho những Công ty cùng là Hội viên trong Nhóm. Họ chỉ biết tiếng Anh hoặc tiếng Pháp.
Thành thực cáo lỗi
Trân trọng,
NGUYỄN PHÚC LIÊN
================== ECOFINCOM Advisers Group ==================== Economic, Financial, Commercial Professional Advices to Vietnamese Private Companies
Members Partners:
KOH CHOON MENG LLC, legally registered in Delaware USA. Director: Mr.Koh Choon Meng THE ODURO ENTERPRISES Co., legally registered in Winnipeg, Canada. President: Mr.Clifton Oduro GLADWIN & Co., legally registered in London, U.K.. Director: Mr.Peter R.F.Galdwin LISA CORPORATION-NGUYEN & Cie, legally registered in Yverdon, Switzerland. Director: Dr.Nguyen Phuc Lien SCIENTIFIC COMPASS Ltd, legally registered in Morges, Switzerland. Director: Eng.Joseph Kamoo -- oOo --
Prof. Dr.NGUYEN PHUC LIEN, Director 22 Rue du Prieure, CH-1202 Geneva, Switzerland Tel:0041 22 731 82 66. Fax: 0041 22 738 28 08. Mobiles : 0041 79 766 65 83 / 0041 79 766 65 72 ===================
OUR PROFESSIONAL SERVICES
TO WHOM IT MAY CONCERN Date: 01 October 2007
Dear Ladies & Sirs,
During more than 15 years, we, the above Members Partners, were working together in Economic Development Projects, in Funding and in Commodity Negociations. For all these matters, we know that the main difficulty for poor developing Countries is the FINANCING. The Globalization of Industrial Products means the Centralization of Finances to a limited number of Industrial Countries. The Prime Banks provide FINANCING to worldwide rich Companies belonging to rich Countries. The poor developing Countries have really efforts and useful Projects, but they have not enough blood (finances) to realize.
On the suggestion insisted by Prof.Dr.NGUYEN PHUC LIEN, Economist, the above Members Partners decide to create from the date 01 October 2007 the ECOFINCOM Advisers Group with the purpose of sustaining the Vietnamese Private Companies in their activities: home economic projects, funding and international commercial relations. We sustain only the Private Companies that build the solid and permanent basis of economic development for a country. We all decide to refuse to work with Vietnamese State Projects and with State Ownered Companies because of economic reasons and not because of political point of view: => The State Ownered Companies waste too much finances => The decisions of State Ownered Companies are influenced by Political Power. The economic decisions have to be done on the basis of purely economic reasons => The State Ownered Companies have evidently low Productivity
Our Group will provide advices to Private Companies on the professional Services: * For Projects: Cost Analysis, Budget Establishment, Feasibility Studies * For Financing & Banking: Opening Accounts, Bank Documents, Credit Sources, Bank Guarantee/ Standby L/C Arrangements, Asset Management for Collateral, Starting & Closing Credit Procedures, Private Placement Programs. * For Commercial Relations: Introduction of real sources of Products, Direct Contacts between End Buyers and End Sellers, Buy/Sell Contracts, Shipment, Control of Loading and Unloading, Insurances, Commodity Financing for short term.
Final Remarks:
By our experiences during years on the above matters, we meet often intermediaries who put in circulation false Documents and Offers, mostly banking Documents. Certainly, we need all kinds of intermediaries, but how to distinguish real or false intermediaries. Many Companies waste time and money with all these false banking Documents.
Our advices are to sustain you to obtain the success of a transaction. But if with our best efforts, we may not help you to get positive results, AT LEAST we can advise you to distinguish different intermediaries and false Documents, mostly banking Documents. By this way, you must not waste time and money for nothing.
WIM-Impact Inc.(SA.) (Finance) PAN ASIA CORPORATION (Project) LISA-CORPORATION-NGUYEN & Cie (Trade) Respectively registered:GENEVA No.3412/1993;FEDERAL No.CH-660-0372993-4 MORGES (Vaud)-MOUDON (Vaud),SWITZERLAND
Director: Prof.Dr.NGUYEN PHUC LIEN,Economist Licence in Mathematical Economy Doctor in Economy/ Finance (Stock Exchange) Graduate at University in Computer Sciences
