AGREEMENT AND ASSIGNMENT OF CERTAIN CONTRACTUAL RIGHTS AND BENEFITS
Exhibit
1.01
AGREEMENT
AND ASSIGNMENT OF CERTAIN
CONTRACTUAL
RIGHTS AND BENEFITS
THIS
AGREEMENT AND ASSIGNMENT OF CERTAIN CONTRACTUAL RIGHTS AND BENEFITS
(“Agreement”) is made and entered into as of this 18th
day of
March, 2005 by and between Shanghai Offshore Oil Group (HK) Co., Ltd ("Shanghai
Oil”), and Largo Vista Group, Ltd, a Nevada corporation, having its principal
office at 0000 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 (“Largo
Vista”). Largo Vista and Shanghai Oil are collectively referred to in this
agreement as the "Parties".
The
Parties hereby agree as follows:
1. Shanghai
Oil agrees to assign the contractual rights to receive payments and benefits
of
the contract executed on July 22, 2004, between Asiacorp Investment Holding
Ltd.
and Shanghai Offshore Oil Group (HK) Co., LTD., ("Asiacorp-Shanghai Contract")
to Largo Vista. The Asiacorp-Shanghai Contract bears the identification number
of MZ07976 (A true and correct copy of the contract, No. MZ02976, and its
attachments and/or annexes as mentioned in Article 2 below are attached hereto
as "Exhibit
A: List of All Documents Signed or to be Signed").
2. Furthermore,
Shanghai Oil agrees to assign all rights to receive payments and benefit of
all
subsequent agreements that it enters and/or will enter with the buyer(s) of
fuel
oil under the Asiacorp-Shanghai Contract ("Attachments"). All these attachments
are undividable part of Asiacorp-Shanghai Contract under which Shanghai Oil
will
make Largo Vista the 3rd
Party
Beneficiary. Shanghai Oil will execute its first shipment of the
Asiacorp-Shanghai Contract before May 18, 2005.
3. In
exchange for and in reliance of Shanghai Oil's promise to assign the rights
to
receive payments and benefits of Asiacorp-Shanghai Contract and Attachments,
Largo Vista will issue 100 million shares of common stock of Largo Vista to
beneficiaries according to Shanghai Oil’s written instructions within 20 days
after the execution of this agreement. The 100 million shares of common stock
will be kept in hands of Largo’s Corporate Secretary and will be released to
Shanghai Oil one-third (1/3) per year. Because Shanghai Oil will get Largo’s
stocks prior to its execution of its obligation every year, Shanghai Oil
promises NOT to sell, transfer, mortgage the shares it gets for that year and
agrees further that Largo can take any action to guarantee the execution of
such
a promise. The arrangement of the release of the shares is as
follows:
a. First
Release:
Largo
Vista will release the first (1st)
batch
of 33,333,333 shares of its common stock to Shanghai Oil and/or its designated
beneficiaries no later than 10 days after the execution of this Agreement or
no
later than 30 days before the first shipment delivery.
b. Second
Release:
Largo
Vista will release the second (2nd)
batch
of 33,333,333 shares of its common stock to Shanghai Oil and/or its designated
beneficiaries one (1) year after the First Release.
c. Third
Release:
Largo
Vista will release the third (3rd)
batch
of 33,333,333 shares of its common stock to Shanghai Oil and/or its designated
beneficiaries one (1) year after the Second Release.
4. If
Shanghai Oil fails to perform its entire obligations as specified in
Asiacorp-Shanghai Contract, No. MZ07976, Attachments and/or this agreement,
the
shares of common stock of Largo Vista issued and/or released to Shanghai Oil
can
be cancelled in part or completely to be determined by Largo Vista's management
at its discretion. If the failure to perform happens after Shanghai Oil sells
or
transfers any of the shares, or if Largo fails to get from Shanghai Oil all
common shares back due to its failure, then Largo has the right to ask for
the
compensation and penalty from Shanghai Oil.
5. Shanghai
Oil's right as the shareholder of Largo Vista is limited to, and is in
proportion to conditionally, its performance under the Asiacorp-Shanghai
Xxxxxxxx, Xx. XX00000. For example, if Shanghai Oil has performed its
obligations under the Asiacorp-Shanghai Contract for 14 months and will continue
to perform its entire obligations, then it is entitled as the shareholder of
38,888,888 shares (100 million shares / 36 months * 14 months = 38,888,888)
of
Largo vista's common Stock. In any case if Shanghai Oil stops executing
Asiacorp-Shanghai Contract, Article 4 of this agreement will be applied, and
then Shanghai Oil’s right as the shareholder will be adjusted accordingly.
Shanghai Oil will have its absolute right representing all its shares only
if it
completes its entire obligation to fulfill Asiacorp-Shanghai Contract.
6. Both
Parties agree that Largo Vista is the exclusive beneficiary of all profits
generated from Asiacorp-Shanghai Contract and Attachments. Thus, Largo Vista
has
the absolute right to direct, decide, enforce and engage the execution of
Asiacorp-Shanghai Contract and/or Attachments.
7. Shanghai
Oil shall inform and update Largo Vista on a regular basis regarding the status
of the transactions under Asiacorp-Shanghai Contract and/or Attachments without
any hidden details.
8. Shanghai
Oil, and/or its designated subsidiaries, individuals or agents, will be
responsible for the execution of Asiacorp-Shanghai Contract logistically,
financially and in a timely and open-book manner without any requirement of
assistance from Largo Vista. Both Parties agree that Largo Vista bears no
financial and legal liabilities that may have arisen before, during and after
the execution of this Agreement, Asiacorp-Shanghai Contract, and Attachments.
9. Shanghai
Oil agrees to indemnify Largo Vista for, and to hold Largo Vista harmless,
from
any liability, loss or damage as a result of claims, demands, costs or judgments
arising out this agreement, Asiacorp-Shanghai Contract and/or Attachments.
10. Shanghai
Oil guarantees that Largo Vista will receive the minimum of $2.00 (USD) profit
per metric ton of fuel oil under Asiacorp-Shanghai Contract and/or Attachments.
Shanghai Oil agrees to utilize its best effort to maximize the profit margin
for
each delivery to the buyer(s) of the fuel oil during the execution of
Asiacorp-Shanghai Contract and/or Attachments.
11. Largo
Vista guarantees that it will execute Article 3 of this agreement in a timely
manner and with its best efforts. In case Largo Vista breaks its promise,
Shanghai Oil will seek for the compensations from Largo Vista, its board
members, executives and major shareholders jointly or separately.
Matters
Not Specified in Agreement
Should
any matter, which is not specified in this Agreement arise pertaining to the
mutual relationship of both Parties, the Parties shall endeavor to reach
settlement between themselves.
Language
This
agreement is drawn up in the English Language. In the event of any diversion
between the English version and its Chinese translation, the English text shall
prevail.
Notices
Any
notices or other communications between the Parties under this Agreement shall
be in the English Language and shall be in writing:
Notice
to
Shanghai Oil:
Contact
Person: Xx. Xxxx, Xxx-xxxx, Chairman
Address:
35/F
Bund
Xxxxxx 000 Xxx Xx Xxxx Xxxx
Xxxxxxxx
Xxxxx 000000 P.R.C.
Telephone/Mobile
phone: 00-00-0000-0000/000-0000-0000
Fax:
00-00-0000-0000
Email:
xxxxxx@xxxxx.xxx;
xxx@xxxxxxx.xxx
Notice
to
Largo Vista:
Contact
Persons: Xx. Xxxx, Shan and Xx. Xxxxxx Xxxxxxxx
Address: 0000
Xxxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000, XXX
Telephone:
USA:
0-000-000-0000
China:
00-00-0000-0000
Fax:
0-000-000-0000/00-00-0000-0000
Applicable
Law
This
agreement shall be subject to the laws and regulations in force in the State
of
California, USA, and/or U.S. Federal laws.
Venue
and Attornment -Exclusive Jurisdiction
All
Dispute, controversies or claims arising out of or in connection with or
relation to the contract, including any question regarding the existence of
the
contract, its validity or termination, shall be submitted to and be subject
to
the jurisdiction of Courts of California, which shall have exclusive
jurisdiction in the event of any dispute thereunder. The parties hereby
irrevocably submit and attorn to the exclusive jurisdiction of such courts
to
finally adjudicate or determine any suit, action or proceedings arising out
of
or in connection with this Agreement.
Legal
Fees
In
the
event that either party must bring suit or other legal action to enforce the
terms of this Agreement, the prevailing party is entitled to be recovered with
reasonable legal fees, costs and expenses expended by it.
Final
Integration
This
Agreement supersedes and cancels any and all previous Agreements between the
Parties relating to this Agreement.
This
Agreement expresses the complete and final understanding of the Parties with
respect thereto and may not be changed in any way except in writing signed
by
both the parties.
Government
Regulations
Shanghai
Oil shall not violate applicable laws, rules and regulations either of the
Untied States of America or Hong Kong governing the sale, disposition, shipment,
export, or import of products pertaining to this Agreement, Asiacorp-Shanghai
Contract, and Attachments. And all services performed hereunder shall be in
compliance with all applicable laws and regulations of the United States of
America and the Territory.
Shanghai
Oil shall maintain in effect all licenses, permits and authorizations from
all
governmental agencies within and outside of Hong Kong necessary to the
performance of its obligations under this Agreement, Asiacorp-Shanghai Contract,
and Attachments.
Shanghai
Oil shall furnish to Largo Vista all information and/or documents required
to
comply with U.S. laws and regulations with respect to the issuance of common
stocks in connection with this Agreement. Any breach of the obligations imposed
on the Shanghai Oil by this Article shall be considered a just cause for
immediate cancellation of the Agreement by Largo Vista and Largo Vista shall
incur no liability for termination hereunder.
WITNESS
WHEREOF, both Parties have caused this Agreement to be executed by their duly
authorized representatives on the day and year first written above, and each
Party shall keep an original copy for the purpose of its records.
Dated
on
March 18, 2005.
|
Shanghai
Offshore Oil Group Co., Ltd.
|
Largo
Vista Group, Ltd.
|
|
By:
/s/
Tang, Xxx-xxxx
_____________________________
Authorized
Officer
Name:
Tang, Xxx-xxxx _____________________________
Print
or Type
Title:
_Chairman of the Board ____________________________
|
By:
/s/
Xxxx, Xxxx
_____________________________
Authorized
Officer
Name:
Xxxx, Xxxx
_____________________________
Print
or Type
Title:
Chairman of the Board
____________________________
|
Exhibit
A: List of All Documents Signed or to be Signed
CONTRACT
No MZ07976
22nd
July
2004 Hong
Kong
Company
«
Asiacorp Investment Holdings Ltd », hereinafter referred to as the Seller, on
the one part and the company «Shanghai Offshore Oil Group (HK) Co., Ltd.»,
hereinafter referred to as the Buyer, on the other part, have concluded this
Contract about the following:
Subject
of a Contract
Seller
has sold and Buyer has bought on conditions CIF any China ports, terms according
to «INCOTERMS - 2000», the Goods - Mazut M100 in accordance with the
Specifications stipulated in an Annex No.1, which is an integral part of this
Contract. The Goods under this Contract should be delivered in volume of 30,000
- 5% (Thirty thousand) MT per month during first 3 (Three) months and 200,000
-
5% (Two hundred thousand) MT monthly supply to be repeated for 33 (Thirty Three)
consecutive calendar months. The total contractual quantity of the Goods sold
and purchased under this Contract is 6,690,000 - 5% (Six Million Six Hundred
Ninety thousand) MT within 37 (thirty seven) consecutive calendar months.
1.
Contract Price and Value.
| 1.1. |
The
price is fixed in USD and is understood CIF any China ports terms
according to «INCOTERMS - 2000».
|
| 1.2. |
Price
Mazut M100 will be calculated on a basis of Xxxxx'x Singapore quotation
for IFO 180 st Fuel oil based on the date of issuing Xxxx of
Lading.
|
| 1.3. |
The
preliminary value of Mazut M100 to be delivered under this Contract
and
the general value of this Contract is about 1,230,960,000 USD based
on the
present day market value.
|
| 1.4. |
The
value of monthly shipment for the first 3 months is approximately
5,520,000 USD and afterwards each month will be approximately 36,800,000
USD.
|
2.
Delivery Terms.
2.1.
The
delivery of the Goods is to be made in accordance with Delivery schedule -
Annex
No 2.
| 2.2 |
The
delivery of the first set of the Goods is carried out within maximum
90
days from the date of signing the present
Contract.
|
| 2.3 |
The
delivery of next lots of the Goods is to be carried out within 30 (thirty)
days upon date of delivery of the previous shipment.
|
| 2.4 |
The
discharge terminal arrangements and demurrage details will be define
and
stipulated by Annex No 3 to this Contract signed by both
parties.
|
3.
Payment Terms
| 3.1. |
The
payment terms and procedures will be defined and stipulated in details
as
per Annex No 4 - Payment Terms & Procedures herewith.
|
| 3.2. |
The
payment for first and subsequent set of the Goods, the Buyer makes
against
presentation by the Seller of the following shipping documents:
|
| - |
Invoice
- 3 originals;
|
| - |
Clean
onboard Xxxx of Lading - 3 originals plus 1 copy;
|
| - |
Certificate
of quantity, issued by SGS - original plus one copy if required at
the
loading or destination/discharge port which will be specified by the
Buyer
before each shipment and the cost will be born by the Seller;
|
| - |
The
certificate of quality, issued by SGS - original pIus one copy if required
at the loading or destinatlon/discharge port which will be specified
by
the Buyer before each shipment and the cost will be born by the Seller;
|
| - |
Quality
Certificate of the manufacturing plant,
|
| - |
Certificate
of quality and quantity issued by the PRC State Surveyor Organization
for
delivered Goods with specification in accordance with Annex No 1 at
the
Buyer's cost conducted at the destination port.
|
All
documents should be in English.
4.
Rights to the Title
4.1.
The
transfer of the Goods from the Seller to the Buyer is made out by transfer
Xxxx
of Lading.
5.
Force-major
Should
any circumstances arise which prevent either of the Parties from the complete
or
partial fulfillment of their respective obligations under the present Contract
such as fire, calamity, war, military affairs of any character, blockade, export
or import prohibitions, governmental decrees effecting the execution of
agreements or any other circumstances beyond the control of the Parties, the
time of execution of stipulated obligations shall be extended for a period
equal
to that during which such circumstances will last. If the above circumstances
shall last for more than six months, each Party shall have the right to refuse
any further fulfillment of their obligations under the Contract and in such
case
neither of the Parties shall be entitled to make a demand upon the other Party
for any possible losses. The Party for which it becomes impossible to observe
their obligations under the Contract shall immediately notify the other Party
of
the beginning and the cessation of the circumstances preventing the fulfillment
of their obligations. Certificates issued by the respective Xxxxxxxx of Commerce
of the Sellers' or Buyer' country shall be sufficient proof of such
circumstances and of the time of their duration.
6.
Arbitration
The
Seller and the Buyer shall take all measures to settle in an amicable way all
disputes and differences which may arise out of in connection with the present
Contract. In case the Parties being unable to arrive at an amicable settlement
all disputes and differences which may arise out of in connection with the
present Contract are to be considered by the Peoples Republic of China
Arbitration whose decision shall be final and binding. The sides agree that
arbitration shall be conducted in accordance with the international Law.
7.
Other conditions
|
7.1.
|
In
case of violation of the terms of payment indicated in part 3 of
the
present Contract, the Buyer pays the penalty at a rate of 0, 1 %
from the
cost of lot for every day of the payment delay but not more than
2
%.
|
|
7.2.
|
In
case of violation of the terms of delivery of the Goods. indicated
in part
2 of the present Contract the Seller pay the penalty at a rate of
2 % from
the cost of lot of the Goods.
|
|
7.3.
|
All
changes and amendments to the present Contract are valid if they
are made
in written form and signed by both
Parties.
|
7.4.
This
Contract cancels previous agreements concerning the content of this
Contract.
7.5.
This
Contract will be in force once the main Contract with the all mentioned Annexes
signed by both Parties.
8.
Address of the parties
The
Seller:
Company
«Asiacorp Investment Holdings Ltd. »
Official
Company Stamp:
For
and
on behalf of
ASIACORP
INVESTMENT HOLDINGS LIMITED
______________________________
Authorized
Signature(s)
Correspondent
Address:
The
Buyer:
Shanghai
Offshore Oil Group (HK) Co., Ltd
Official
Company Stamp:
______________________________
Authorized
Signature(s)
Correspondent
Address: Xxxx X, 000, Xxxxxx Xxxxx, Xx. 0 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx,
Xxxx Xxxx
SPECIFICATION
For
Russian Mazut M100
(GOST
10585-99)
ANNEX
No.1
KIN
Viscosity @ 100 deg. C (mm2/s)* max
50, 0
Ash
% max
0, 05
Water
%
(V/V) max
1,0
Sulphur
%
(m/m) max
1,0
Flash
Point, deg. C. min
110
Specific
Energy, MJ/kg 40
530
Carbon
Residue % (m/m) max
20
*Russian
standard according to GOST 10585-99 do not require the refinery factory to
define at their specification for Mazut M100 the Kin Viscosity at 50 deg. C
which actually may be identified as follows - max 100, 00 (mm2/s).
The
Seller
For
and
on behalf of For
and
on behalf of
ASIACORP
INVESTMENT HOLDINGS LIMITED Shanghai
Offshore Oil Group (HK) Co., Ltd
______________________________ ______________________________
Authorized
Signature(s) Authorized
Signature(s)
ANNEX
No.2
Delivery
Schedule
|
Shipment
|
Quantity
|
Time
for Delivery, months
|
|
1st
|
30
000 MT
|
3
months
|
|
2nd
|
30
000 MT
|
4th
month
|
|
3rd
|
30
000 MT
|
5th
month
|
|
4th
|
200
000 MT
|
6th
month
|
|
6th
|
200
000 MT
|
7th
month
|
|
7th
|
200
000 MT
|
8th
month
|
|
8th
|
200
000 MT
|
9th
month
|
|
9th
|
200
000 MT
|
10th
month
|
|
10th
|
200
000 MT
|
11th
month
|
|
11th
|
200
000 MT
|
12th
month
|
|
12th
|
200
000 MT
|
13th
month
|
|
13th
|
200
000 MT
|
14th
month
|
|
14th
|
200
000 MT
|
15th
month
|
|
15th
|
200
000 MT
|
16th
month
|
|
16th
|
200
000 MT
|
17th
month
|
|
17th
|
200
000 MT
|
18th
month
|
|
18th
|
200
000 MT
|
19th
month
|
|
19th
|
200
000 MT
|
20th
month
|
|
20th
|
200
000 MT
|
21st
month
|
|
21st
|
200
000 MT
|
22nd
month
|
|
22nd
|
200
000 MT
|
23rd
month
|
|
23rd
|
200
000 MT
|
24th
month
|
|
24th
|
200
000 MT
|
25th
month
|
|
25th
|
200
000 MT
|
25th
month
|
|
26th
|
200
000 MT
|
27th
month
|
|
27th
|
200
000 MT
|
28th
month
|
|
28th
|
200
000 MT
|
29th
month
|
|
29th
|
200
000 MT
|
30th
month
|
|
30th
|
200
000 MT
|
31st
month
|
|
31st
|
200
000 MT
|
32nd
month
|
|
32nd
|
200
000 MT
|
33rd
month
|
|
33rd
|
200
000 MT
|
34th
month
|
|
34th
|
200
000 MT
|
35th
month
|
|
35th
|
200
000 MT
|
36th
month
|
|
36th
|
200
000 MT
|
37th
month
|
The
Seller
For
and
on behalf of For
and
on behalf of
ASIACORP
INVESTMENT HOLDINGS LIMITED Shanghai
Offshore Oil Group (HK) Co., Ltd
______________________________ ______________________________
Authorized
Signature(s) Authorized
Signature(s)
ANNEX
3
DISCHARGE
& DEMURRAGE ANNEX
| A. |
The
port of delivery is Shanghai.
|
| B. |
Buyer
has 120 hours to discharge the Goods, during that period,
no
|
charges
should be covered by the Buyer. If exceeding 120 hours, the
demurrage
charges will be at the buyer’s account.
| C. |
Any
demurrage charges arising from any force majeure, such as
|
typhoon,
shall not be at buyer’s account.
The
Seller
For
and
on behalf of For
and
on behalf of
ASIACORP
INVESTMENT HOLDINGS LIMITED Shanghai
Offshore Oil Group (HK) Co., Ltd
______________________________ ______________________________
Authorized
Signature(s) Authorized
Signature(s)
ANNEX
4
PAYMENT
ANNEX
| A. |
In
normal cases, China Import and Export Goods Inspection
Bureau
|
will
issue the report after 7-12 working days after the oil tanker
arrives
at the port. The Buyer will make payment within 7 working
days
after the report stating the quality to be satisfactory is issued.
| B. |
The
Buyer will, before the delivery, provide the Seller with
Shanghai
|
Offshore
Oil Group Co., Ltd’s bank account assurance to assure that
Shanghai
Offshore Oil Group Co., Ltd. (Hong Kong) has the ability to
make
payments.
The
Seller
For
and
on behalf of For
and
on behalf of
ASIACORP
INVESTMENT HOLDINGS LIMITED Shanghai
Offshore Oil Group (HK) Co., Ltd
______________________________ ______________________________
Authorized
Signature(s) Authorized
Signature(s)
Price
Discount
Company
«
Asiacorp Investment Holdings Ltd », hereinafter referred to as the Seller, on
the one part and the company «Shanghai Offshore Oil Group (HK) Co., Ltd.»,
hereinafter referred to as the Buyer, on the other part, have concluded this
Attachment to the Contract No MZ07976 about the following:
Price
Mazut M100 will be calculated on a basis of Xxxxx’x Singapore quotation for IFO
180 c/St Fuel oil minus 18 US dollars per MT.
This
attachment is the integral part of the Contract No MZ07976
The
Seller
For
and
on behalf of For
and
on behalf of
ASIACORP
INVESTMENT HOLDINGS LIMITED Shanghai
Offshore Oil Group (HK) Co., Ltd
______________________________ ______________________________
Authorized
Signature(s) Authorized
Signature(s)
Special
Conditions to Contract No MZ07976.
| 1. |
The
contacted quantity of 30 000 MT (Thirty Thousand Metric tons) per month
in
accordance with the delivery schedule Annex No 2 for the first 3 (Three)
consecutive calendar months considered by the Seller and Buyer as a
Trial
delivery.
|
| 2. |
The
contracted quantity may varies from 100 000 MT (one Hundred Thousand
Metric Tons) to 200 000 MT (Two Hundreds Thousand Metric Tons) per
months
in accordance with the delivery schedule Annex No 2 starting from
4th
month onwards upon the satisfaction of trial period by both Parties.
|
| 3. |
Buyer
will have the option to specify the contracted quantity of monthly
delivery in accordance with clause 2 of this Special Conditions provided
that a written notice is given to the Seller of at least Forty Five
(45)
calendar days prior to next month delivery.
|
The
Seller
For
and
on behalf of For
and
on behalf of
ASIACORP
INVESTMENT HOLDINGS LIMITED Shanghai
Offshore Oil Group (HK) Co., Ltd
______________________________ ______________________________
Authorized
Signature(s) Authorized
Signature(s)
