Exhibit 5
EXECUTION COPY
Supplemental Agreement
between
PCCW Limited
as Company
China Netcom Group Corporation (BVI) Limited
as Subscriber
and
China Network Communications Group Corporation
[GRAPHIC OMITTED]
as China Netcom
relating to
the Subscription Agreement dated 19 January 2005 between the parties
THIS AGREEMENT is dated 7 February 2005 and made
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BETWEEN:
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(1) PCCW LIMITED, (the "Company"), a company incorporated in Hong Kong
with limited liability and whose registered office is at ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇;
(2) CHINA NETCOM GROUP CORPORATION (BVI) LIMITED, (the "Subscriber"), a
company incorporated in the British Virgin Islands and whose
registered office is at P.O. Box 3140, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands (Business registration number
341457); and
(3) CHINA NETWORK COMMUNICATIONS GROUP CORPORATION
[GRAPHIC OMITTED], ("China Netcom"), a
state-owned enterprise established under the laws of the People's
Republic of China and whose registered office is at ▇▇.▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PRC.
Background:
(A) Pursuant to an agreement dated 19 January 2005 between the Parties
(the "Subscription Agreement"), the Company agreed to issue and the
Subscriber agreed to subscribe for certain Shares in the Company.
(B) The Parties now wish to amend certain terms of the Subscription
Agreement.
IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THIS AGREEMENT, THE
PARTIES AGREE THAT:
1. Definitions
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Capitalized terms used in this Agreement (including the recitals
above), shall, unless otherwise defined, have the meanings ascribed
to them in the Subscription Agreement.
2. Amendment
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2.1 The words "and the anti-dilution rights granted in favour of each of
the Substantial Shareholders pursuant to the Substantial Shareholders
Anti-Dilution Agreements" shall be deleted from clause 3.1(A)(3) of
the Subscription Agreement.
2.2 For the avoidance of doubt, all other provisions of the Subscription
Agreement shall remain in full force and effect.
3. Agreed form EGM resolution
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The agreed form Ordinary Resolution for the Extraordinary General
Meeting of PCCW Limited referred to in the Subscription Agreement
shall be revised to accord with the form set out in Appendix 1 to
this Supplemental Agreement (or with such further changes as are
required by the Stock Exchange or the SFC or agreed between the
Parties).
4. Law
---
This Supplemental Agreement shall be governed by and construed in
accordance with the laws of England for the time being in force.
5. Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇
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No person who is not for the time being a Party to this Supplemental
Agreement shall have any right under the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this Supplemental Agreement.
6. Counterparts
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This Supplemental Agreement may be executed in any number of
counterparts, which shall together constitute one agreement. Any
Party may enter into this Supplemental Agreement by signing any such
counterpart.
AS WITNESS the hands of the duly authorised representatives of the Parties on
the day and year first before written.
SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇ ) /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
for and on behalf of )
PCCW LIMITED )
in the presence of: )
SIGNED by ZHANG CHUNJIANG ) /s/ Zhang Chunjiang
for and on behalf of )
CHINA NETCOM GROUP )
CORPORATION (BVI) LIMITED )
in the presence of: )
SIGNED by ZHANG CHUNJIANG ) /s/ Zhang Chunjiang
for and on behalf of )
CHINA NETWORK COMMUNICATIONS )
GROUP CORPORATION )
in the presence of: )
SCHEDULE 1
SCHEDULE 1
Agreed Form Ordinary Resolution for the Extraordinary General Meeting of PCCW
Limited
"THAT:
(A) the authorised share capital of the Company be increased from
HK$1,600,000,000 to HK$2,500,000,000 by the creation of 3,600,000,000
new ordinary shares of HK$0.25 each, such shares to rank pari passu in
all respects with the existing ordinary shares of HK$0.25 each in the
issued capital of the Company;
(B) the allotment and issue by the Directors of 1,343,571,766 new shares of
HK$0.25 each in the capital of the Company (as increased pursuant to
paragraph (A) above) at a price of HK$5.90 per share pursuant to and on
the terms set out in the subscription agreement dated 19 January 2005
entered into between the Company, China Netcom Group Corporation (BVI)
Limited and China Network Communications Group Corporation (a copy of
which has been produced to this Meeting marked "A" and initialled by the
Chairman of this Meeting for the purpose of identification) be approved;
and
(C) the granting of the Anti-Dilution Rights (as defined and described in
the circular to shareholders of the Company dated [14] February 2005) to
China Network Communications Group Corporation and the issue of new
shares of the Company, any securities convertible into or exchangeable
into shares of the Company, and/or any warrants or other rights to
subscribe for shares of the Company on exercise from time to time of the
Anti-Dilution Rights by China Network Communications Group Corporation
be approved, confirmed and ratified."
