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| 发帖时间 - 2006/7/18 8:37:27 | JOINT VENTURE AGREEMENT By and between the undersigned, Gustavo Adolfo del Carmen, Colombian, holder of citizenship card number 8758923 and Hector Jesús Pérez Ruiz, Venezuelan, holder of identity card number v- 6563945, in their capacities as President and Vice-President of Constructora Interbolivariana empresa multinacional andina “CONSTRUEMA S.A.” [“Andean Multinational Corporation.” Inter- Bolivarian Construction Company "CONSTRUEMA S.A.”], with headquarters in the Republic of Colombia in the city of Barranquilla, and a branch in the Bolivarian Republic of Venezuela, in the city of Valencia, duly authorized by the minutes of the Board of Directors No: 14-05-06, and Mr. Liu Gang, Chinese, identified as indicated below his signature, in his capacity as Director Deputy General Manager of the Chinese company called CACS Development Limited, with headquarters in the People’s Republic of China in the city of Beijing, duly authorized pursuant to the by-laws of his company, who have agreed to celebrate and execute this Joint Venture agreement, which shall be governed by the rules of the Commercial Code corresponding to the country where the operations subject matter of this agreement are performed. And especially for Colombia, by section 507 and subsequent sections of the Colombian Commercial Code and section 359 and subsequent sections of the Venezuelan Commercial Code and the following clauses: FIRST: PARTICIPATING PARTNERS: The following persons are parties to this agreement: 1.1. Gustavo Adolfo Posada Sierra, Colombian, holder of identification card number 8758923 in his capacity as president and legal representative of Constructora Interbolivariana empresa multinacional andina “CONSTRUEMA S.A.” [“Andean Multinational Corporation.” Inter- Bolivarian Construction Company "CONSTRUEMA S.A.”] with NIT [Tax Identification Number]: 802.014.946-2. 1.2. Hector Jesús Perez Ruiz, Venezuelan, holder of identity card number v-6563945, in his capacity as vice-president and legal representative of Constructora Interbolivariana empresa multinacional andina “CONSTRUEMA S.A.” [“Andean Multinational Corporation.” Inter-Bolivarian Construction Company "CONSTRUEMA S.A.”] and authorized to legally represent Construema S.A. corporation in the Bolivarian Republic of Venezuela with RIF [Tax Information Record]: J- 30835697-2 and NIT [Tax Identification Number]: 0207975257. 1.3. Liu Gang, Chinese, identified as indicated below his signature, in his capacity as Director Deputy General Manager of CHINA CACS Development Limited. SECOND: PURPOSE: The purpose of this agreement is to jointly participate in the management and execution of contracts for the leasing of 30 drills for oilfields or oil wells, or for any other hydrocarbon or natural resource and service contracts for the operation and maintenance of the leased drills. PARAGRAPH: The drills offered in this agreement shall be new and their power shall range from 300 to 3000 hp or horse power. They shall be located within the territory of the Republic of Colombia and the Bolivarian Republic of Venezuela. Tampa Bay Translations, LLC-1783 Maryland Ave NE-St Petersburg, FL 33703-U.S. & Canada Phone Toll Free: 1 (866) 677-3013 Fax Toll Free: 1 (866) 711-8152-file: 716 2 THIRD: MANAGEMENT: The parties hereto unanimously appoint Construema S.A. managing party. This entity shall represent all the parties hereto in relation to the operational and financial management of the contracts executed as part of the fulfillment of the purpose hereof FOURTH: CONTRIBUTIONS OF THE PARTIES: 4.1 The managing party Construema S.A. contributes its know-how and shall perform the relevant actions before the governments of Colombia and Venezuela and its decentralized entities or mixedcapital partnerships, such as ECOPETROL and PDVSA, aimed at fulfilling the purpose of this agreement and the facilities available 4.2 The party CHINA CACS Development Limited contributes 30 drills and other supplementary machinery required for the exploitation and drilling of the reservoirs or fields of natural resources and its know-how and qualified personnel for the operation of the drills. FIFTH: THE INTEREST AND PARTICIPATION OF THE PARTIES: Interest means the share in Profits of each of the projects, expressed as a percentage; and participation means the time and responsibility each of the parties has in each of the agreements defined in exhibit A and B attached hereto. SIXTH: OBLIGATIONS OF THE PARTIES: 1. For legal entities: To be duly authorized by the Board of Directors of its corresponding Corporation. 2. To make the contributions established herein available to the managing party. 3. To respect the confidential nature of the commercial activities subject matter of this agreement. SEVENTH: SPECIAL OBLIGATIONS OF MANAGING PARTY: 1. To develop and undertake the actions aimed at fulfilling the purpose of this agreement with the greatest expertise and efficacy. 2. To safe keep and duly administrate the assets entrusted herein. 3. To submit reports to the other parties regarding the regular business operations. EIGHTH: ADDRESS FOR THE AGREEMENT: Due to the nature of this agreement, this Joint Venture shall not have an address. Therefore, for all matters regarding the correspondence among parties, each of the parties’ address shall be used and each and every means of communication shall be deemed valid, including e-mails through the Internet. NINTH: SPECIAL EXCLUSIVITY CLAUSE: The party CHINA CACS Development Limited hereby undertakes to keep the exclusivity and abstain from selling or leasing its drills within the Republic of Colombia or the Bolivarian Republic of Venezuela without the previous written consent of the managing party. PARAGRAPH: Failure to comply with this clause shall result in the payment of an indemnification in favor of the managing party Construema S.A., payable by CHINA CACS Development Limited, and equal to the 20% of the value of the operation performed by the latter in violation of this clause, demonstrable with the corresponding invoice. This clause grants executive rights without any requirement whatsoever. Tampa Bay Translations, LLC-1783 Maryland Ave NE-St Petersburg, FL 33703-U.S. & Canada Phone Toll Free: 1 (866) 677-3013 Fax Toll Free: 1 (866) 711-8152-file: 716 3 TENTH: TERM: This agreement shall be valid for the term required for the fulfillment of the Purpose, which shall not be less than 20 years. ELEVENTH: This agreement grants executive right against the defaulting party, after submitting written evidence to the project committee governing this agreement, which shall confirm said fact. For the default, the defaulting party shall pay the amount of One Hundred Million Colombian Pesos ($100,000,000.00) or 20% of the breached agreement, whichever is higher. TWELFTH: The parties hereto irrevocably authorize the managing party to represent them and commit the assets contributed under this agreement on their behalf, with no need for further authorizations. This agreement shall produce the effects of a delegation of authority by power of attorney authorizing the managing party to sign public deeds of sale and leasing contracts on the property contributed to this agreement, as well as signing any kind of document and securities. THIRTEENTH: TERMINATION AND WINDING-UP: This agreement shall be deemed terminated in case three thirds of the parties hereto withdraw from it, by mutual agreement or due to failure to fulfill the purpose hereof. The agreement shall be wound-up pursuant to the civil and commercial law and with a liquidator appointed by the managing party. FOURTEENTH: Each and every dispute of economic nature arising between the parties hereto, which are not resolved by the stipulated committee, shall be settled by a legal Court of Arbitration pursuant to the rules of the republic of Colombia or the Bolivarian Republic of Venezuela.
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