No.(
COOPERATION AGREEMENT
B et w een
TH E E XP O RT- IM P ORT B AN K OF C HI NA
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BANCO DE COSTA RICA
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This COOPERATION AFREEMENT (hereinafter referred to as "this Agreement") is made on this 3rd day of 2013 by and between：
Party A: The Export-Import Bank of China Address: No.77, Beiheyan Street, Dongcheng District, Beijing, People’s Republic of China Chairman of the Board/President: Li Ruogu Party B: Banco de Costa Rica Address: Avenida Central y Segunda, calles 4 y 6. San José, Costa Rica. General Manager: Sr. Mario Rivera Turcios.
WHEREAS 1．
The Export-Import Bank of China is a state financial institution under the direct leadership of the State Council of China supporting the export and import trading activities and foreign economic cooperation of China.
It carries out
business pursuant to the Articles of Association approved by the State Council of China on March 19, 1994.
The main function of The Export-Import Bank of
China is, by pursuing the industrial policy, foreign economic and trade policy, financial policy and foreign policy of the State, to provide policy financial support for expansion of the export of Chinese mechanical and electronic products, complete sets of equipment and high and new-tech products, facilitation of the engagement in overseas contracting projects and overseas investments by Chinese enterprises with comparative advantages, promotion of the development of foreign relations and cooperation on overseas economic and trade.
2．
Banco de Costa Rica, a financial institution duly organized and existing under the laws of Costa Rica with its registered head office at San José, Costa Rica. Banco de Costa Rica was founded on April 20th, 1877, in order to participate into public and private economic activities. Its competitive strategy let it to reach 13% of utility on its capital. This bank was part of the banking modernization process. In 1884 and next years, this institution was the first and unique currency issuer. During it first one hundred years, Banco de Costa Rica promoted the social and
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economic development of the country by financing large, small and medium businessmen that belongs to the following economic areas: Electric services, Pipe services, Highways, Schools, Hospitals, Cultural projects, Education, Sports and Health services. In 1948 the Costa Rica government established the “Banking nationalization”. Because of this law, Banco de Costa Rica became an autonomic finance institution. As of today there are 240 branches all over the country. This bank considers as a priority to give financing to all economic sectors as follows: Agricultural, Manufacturing, Livestock and fishing and Food industry. During the last ten years, Banco de Costa Rica has support credit transactions to the import of vehicles. Today, Banco de Costa Rica is a conglomerate composed by several anonymous societies that manages Investments Funds, Insurances and Stocks. During the 2011, this bank has been a leader in the financing of houses and trust, always keeping a social responsibility and sustainability spirit into its strategic objective. The quality commitment is a fact into each financial transaction. Now, 135 years after its beginning, Banco de Costa Rica continues working hard to be the first banking option for our customers by implementing innovation and efficiency, a wide offer of financial services with competitive rates.
3．
The Parties are guided by the policies pursued by the Government of China and the Government of Costa Rica aimed at strengthening and enhancing trade and economic cooperation between the two countries.
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4．
The Parties play an important and special role in the national economies of the respective country; and
5． The Parties recognize the necessity to develop a cooperative framework to promote the communication, discussion and cooperation between the Parties and the implementation of relevant projects.
Therefore, the Parties agreed as follows:
ARTICLE 1 PURPOSE AND PRINCIPLES OF THE COOPERATION
1.1
Purpose
The purpose of this Agreement is to assist in establishing and developing long-term friendly cooperation relationship between the Parties in order to promote the cooperation between China and Costa Rica and between enterprises
of the two countries in economy, trade, investment and other fields.
1.2
Principles （1） The Parties shall adopt all appropriate measures to develop and strengthen their business relationship on the basis of equality, mutual benefit, respect and trust.
（2） The Parties shall cooperate in conformity with the provisions of laws and regulations of the respective country and their respective Articles of Association.
ARTICLE 2 SCOPE OF THE COOPERATION
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2.1
Cooperation in Projects 2.1.1 The Parties agree to put special emphasis on projects in the following fields under the cooperation framework set forth in this Agreement:
（1） Trading between China and Costa Rica on mechanical and electronic products, complete sets of equipment, high and new-tech products, energy and raw materials;
（2） Energy and infrastructure projects located in China, Costa Rica or the third country to be invested or developed by Chinese and/or Costa Rica enterprises; （3） Contracting projects located in China, Costa Rica or the third country to be constructed by Chinese and/or Costa Rica enterprises; （4） Other projects agreed by both Parties to be included into the cooperation framework provided by this Agreement.
2.1.2 The Parties may adopt the following cooperation modes in accordance with the nature and conditions of the specific project:
（1） Providing co-financing for the projects located in China, Costa Rica or the third country to be implemented by Chinese and Costa Rica enterprises;
（2） Providing guarantee for the projects located in China, Costa Rica or the third country to be implemented by Chinese and Costa Rica enterprises; （3） Providing settlement services and short-term trade financing for the projects or transactions to be engaged by Chinese and Costa Rica enterprises in China, Costa Rica or the third country.
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The specific scope of the projects and industries involved and the terms and conditions for financing or guarantee or settlement services in connection with the cooperation in providing co-financing, guarantee and settlement services shall be subject to further negotiations between the Parties and shall be stipulated in specific transaction agreements executed by the Parties.
2.2
Information Exchange The Parties agree to cooperate in the following fields: （1） Providing upon demand the other Party with the relevant economic, financial, legal and market information and other related information of the respective country or between the respective country and the third country, provided that such provision would not violate the relevant
laws and regulations or any confidential obligations. （2） Providing upon demand the other Party with information concerning the ongoing or potential projects engaged by itself or other entities of the respective countries, including credit worthiness, financial situation, etc., provided that such provision would not violate the relevant laws
and regulations or any confidential obligations. （3） Providing upon demand the other Party or clients of the other Party with information and consultation on relevant business services, provided that such provision would not violate the relevant laws and regulations.
（4） Exchanging business experience in export credit, structured finance, trade finance, international settlement and other areas of mutual interest on reciprocity basis.
（5） Providing assistance in legal consultation, operational practice and
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other fields.
2.3
Exchange of Experience and Staff Training
The Parties agree to enhance the exchange of experience among employees of both Parties and provide training programs for staff of the other Party when convenient.
The Parties shall make further discussion on such exchange of
experience and training.
ARTICLE 3 FURTHER STIPULATIONS ON COOPERATION IN PROJECTS
3.1
Party A agrees：
（1） to arrange or designate a particular business department to implement the cooperation under this Agreement.
（2） to make best efforts to provide Party B, when necessary, with relevant information concerning Chinese enterprises and projects of the cooperation under this Agreement for the purpose of facilitating Party B to evaluate such cooperation projects, provided that such information is available for Party A.
3.2
Party B agrees：
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（1） to arrange or designate a particular business department to implement
the cooperation under this Agreement.
（2） to make best efforts to provide Party A, when necessary, with relevant information and materials concerning Costa Rica enterprises and projects
of the cooperation under this Agreement for the purpose of facilitating
Party A to evaluate such cooperation projects or investment projects.
3.3
The Parties agree that upon the common consent of both Parties other financial institutions might be welcome to participate in the cooperation projects supported by both Parties.
ARTICLE 4 CONFIDENTIALITY
4.1
The Parties agree that either Party shall not, without the prior written consent of the other Party, disclose to any third party or the public any information or materials related to the other Party or this Agreement or acquired during the execution or performance of this Agreement, except for:
（1） information required to be disclosed by any applicable laws and regulations or courts, government agencies, taxes agencies or other regulatory authorities; （2） information that has been generally available to the public or can be
obtained through public ways before disclosure pursuant to this
Agreement; （3） information that has been already in the legal possession of the receiving party before disclosure pursuant to this Agreement.
4.2
The Parties shall adopt all necessary measures to ensure the confidentiality of all information disclosed under this Agreement and other cooperation documents executed on the basis of this Agreement.
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ARTICLE 5 MISCELLANEOUS
5.1
This Agreement is only a statement of intention of the Parties to strengthen cooperation and communications and constitutes the basis for specific cooperation between the Parties.
The Parties have not made any
commitment or entered into any agreement on any individual project.
5.2
Any individual project agreed by both Parties on the basis of this Agreement shall subject to further negotiation between both Parties on the terms and conditions applied for such project, and the Parties shall sign individual project agreement after approved pursuant to the laws and regulations and relevant procedure of the respective country.
The rights and obligations of
the Parties under the individual project shall be provided in such individual project agreement.
5.3
Any different understanding on any article of this Agreement or any dispute arising from the performance of this Agreement between the Parties shall be solved through amicable negotiation between the authorized representatives of the Parties.
5.4
This Agreement shall become effective upon execution by the authorized signatory of both Parties.
Each Party may, by giving no less than three (3)
months prior written notice to the other Party, terminate this Agreement, and this Agreement shall terminate on the date specified in such written notice. If no specific termination date is provided in such notice, this Agreement shall terminate on the day falling three (3) months after the date on which such notice is given. The termination of this Agreement shall not affect obligations
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of the Parties arising from the other documents made on the basis of this Agreement.
5.5
This Agreement is made in English in two originals, one for each party.
This Agreement has been executed in Costa Rica as of the date first above written.
T h e E xp or t - I m po r t B a nk o f C hi na
Banco de Costa Rica
SUN Ping Vice Governor
Mario Rivera Turcios General Manager
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