EXHIBIT 10.30
TRANSFER AGREEMENT
IN RESPECT OF
EQUITY INTEREST IN CHINA NETCOM (HOLDINGS) COMPANY LIMITED
BY AND AMONG
CHINESE ACADEMY OF SCIENCES
INFORMATION NETWORK CENTER OF STATE ADMINISTRATION OF RADIO,
FILM AND TELEVISION
CHINA RAILWAYS TELECOMMUNICATION CENTER
SHANGHAI ALLIANCE INVESTMENT LIMITED
AND
CHINA NETWORK COMMUNICATIONS GROUP CORPORATION
DATED AS OF APRIL 20, 2004
CONTENTS
1. DEFINITION............................................................................ 2
2. EQUITY INTEREST TRANSFER.............................................................. 3
3. CONSIDERATION FOR EQUITY INTEREST TRANSFER............................................ 3
4. UNDERTAKINGS AND WARRANTIES........................................................... 4
5. FURTHER UNDERTAKINGS.................................................................. 5
6. CONDITION PRECEDENT OF EQUITY INTEREST TRANSFER EFFECTIVENESS......................... 7
7. THE PARTIES' RESPONSIBILITIES FOLLOWING THE EXECUTION OF THIS AGREEMENT............... 8
8. EFFECTIVENESS OF THIS AGREEMENT AND THE EFFECTIVENESS OF EQUITY INTEREST
TRANSFER UNDER THIS AGREEMENT......................................................... 8
9. TERMINATION AND REVOKE OF THIS AGREEMENT.............................................. 9
10. FORCE MAJEURE......................................................................... 9
11. MISCELLANEOUS......................................................................... 9
This Equity Interest Transfer Agreement (hereinafter referred to as "this
Agreement") is made and entered into on ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇▇▇▇ of China (hereinafter referred to as "PRC") by and among the following
parties:
1. Chinese Academy of Sciences (hereinafter referred to as "CAS")
Registered address:
Principle business address:
Legal representative:
2. Information Network Center of State Administration of Radio, Film and
Television (hereinafter referred to as "INC-SARFT")
Registered address:
Principle business address:
Legal representative:
3. China Railroad Communication Center (hereinafter referred to as "CRTC")
Registered address:
Principle business address:
Legal representative:
4. Shanghai Alliance Investment Limited (hereinafter referred to as "Shanghai
Alliance")
Registered address:
Principle business address:
Legal representative:
THE ABOVE FOUR PARTIES ARE COLLECTIVELY OR SEVERALLY REFEREED TO AS "THE
TRANSFEROR" OR "THE RESPECTIVE TRANSFEROR." IN THIS AGREEMENT, "THE TRANSFEROR"
ALSO REFERS TO OVERSEAS COMPANIES DESIGNATED BY THE RESPECTIVE TRANSFEROR AND
RECOGNIZED BY CHINESE REGULATORY AUTHORITIES UNDER APPROPRIATE CIRCUMSTANCES.
5. China Network Communications Group Corporation ("China Netcom Group" or
"the Transferee")
Registered address: ▇▇▇▇▇▇▇▇ ▇, ▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, PRC
Legal representative: Zhang ▇▇▇▇ ▇▇▇▇▇
WHEREAS:
(1) CAS, INC-SARFT, CRTC and Shanghai Alliance legally owns 25% equity
interest in China Netcom (Holdings) Company Limited ("China Netcom
Holdings");
(2) In order to fully implement the Telecommunication System Reform Plan (GUO
FA [2004] 36) promulgated by the State Council , the Respective Transferor
has in principle given their consent to the Restructuring and Listing Plan
(hereinafter referred to as "China Netcom Group Restructuring and Listing
Plan") submitted to the State Council by China Securities Regulatory
Commission.
(3) Pursuant to the requirements of China Netcom Group Restructuring and
Listing Plan and based on the terms and conditions of this Agreement, CAS,
INC-SARFT, CRTC and Shanghai Alliance has agreed to transfer its 25%
equity interest in China Netcom Holdings respectively and China Netcom
Group has agreed to receive such equity interest transferred to it by the
Respective Transferor.
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NOW, THEREFORE, for the purpose of restructuring China Netcom Group's
relevant assets and its overseas listing and after friendly consultation, the
parties hereto agree as follows:
1 DEFINITION
Unless otherwise provided by the terms and content of this Agreement, the
following terms have the meaning set out below:
"CHINA NETCOM China Netcom (Holdings)
Company Limited, a company duly incorporated
and validly existing under the laws of PRC with
HOLDI limited liability. Its registered address is
3/F, Zhong Guancun Building, No. 27 Zhong
Guancun Avenue, Haidian District,
NGS" Beijing, PRC. Its registered capital is RMB
155,193,800.
"INDUSTRY AND COMMERCE The State Administration for Industry and
REGISTRATION AUTHORITIES" Commerce.
"TRANSFERRED EQUITY The 25% equity interest in
INTEREST" China Netcom Holdings held by CAS, INC-SARFT,
CRTC and Shanghai Alliance respectively.
"CONVERSION REGISTRATION The date on which China Netcom Holdings'
DATE" conversion registration with Industry and
Commerce Registration Authorities is completed.
"CNC BVI" Chine Netcom Group Corporation (BVI) Limited.
"CNC HK" China Netcom Group Corporation (Hong Kong)
Limited. The company registration number
is 692041.
"LISTING" The global initial public offering of CNC HK
and its listing on Hong Kong or NY Stock
Exchange.
"RESTRUCTURING ASSET The restructuring of CNC HK for the purpose of
INJECTION" listing and the injection of the would-be
listed assets and equity interest approved by
the State-owned Assets Supervision and
Administration Commission into CNC BVI, CNC
HK and eventually into CNC China.
"CNC HK PRE-LISTING NET The net assets value of CNC HK as of [December
ASSETS VALUE" 31, 2003], audited by PricewaterhouseCoopers
▇▇▇▇▇ ▇▇▇▇ CPAs Limited Company in accordance
with China GAAP and giving effect to the
pro forma Restructuring Asset Injection.
"CHC HK'S STATE CAS, INC-SARFT, CRTC, Shanghai Alliance,
SHAREHOLDERS" Shandong Provincial State-owned Assets
Supervision and Administration Commission
(Shandong SASAC) as CNC HK's shareholders and
their designated overseas companies recognized
by Chinese regulatory authorities (as the case
may be) and CNC BVI.
"STATE-OWNED ASSETS The State-owned Assets Supervision and
SUPERVISION AND Administration Commission of the State Council
ADMINISTRATION
COMMISSION"
"MINISTRY OF COMMERCE" The Ministry of Commerce of the PRC
"TRUST SHARES" The shares of CNC HK whose beneficial
ownership is held by the Respective Transferor
(or the Respective Transferor's designated
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overseas companies recognized by Chinese
regulatory authorities) through overseas trust
arrangement.
2 EQUITY INTEREST TRANSFER
2.1 The Respective Transferor has agreed to transfer and the Transferee has
agreed to receive the equity interests in accordance with the terms and
conditions of this Agreement.
2.2 The transferred equity interest shall include all the corresponding
owner's equity and is subject to no security interest or other third party
right of any nature (including but not limited to the right of first
refusal).
2.3 Commencing from the Conversion Registration Date, China Netcom Group owns
100% equity interest in China Netcom Holdings that becomes a wholly-owned
subsidiary of China Netcom Group.
3 CONSIDERATION FOR EQUITY INTEREST TRANSFER
3.1 The parties herein unanimously confirm that the value of the 25% equity
interest in China Netcom Holdings held by the Respective Transferor
respectively is RMB 400 million. Notwithstanding of the foregoing, the
value of the 25% equity interest confirmed by Section 3.1 serves only as
the calculation basis for the number of CNC HK's shares transferred by CNC
BVI to the Respective Transferor (or the Respective Transferor's
designated companies recognized by Chinese regulatory authorities) (See
Section 3.2 for the calculation method). China Netcom Group has no
obligation to acquire the equity interest held by the Respective
Transferor at such price in other manners other than in the manner
stipulated in this Agreement.
3.2 As consideration for the receiving by the Transferee of the equity
interest transferred to it, the Transferee will place the shares under
trust with the Respective Transferor (or the Respective Transferor's
designated overseas companies recognized by Chinese regulatory
authorities) through the Respective Transferor's designated directors in
CNC BVI after the Conversion Registration Date. The details of such
arrangement is as follows:
3.2.1 The Respective Transferor (or the Respective Transferor's designated
overseas companies holding the shares of CNC HK and recognized by
Chinese regulatory authorities) has entered into a Declaration of
Trust with CNC BVI and an agreement specifying the trust obligation
[this agreement is entered into by three parties which are CNC BVI,
China Netcom Group and the Respective Transferor (or their
designated overseas companies holding the shares of CNC HK and
recognized by Chinese regulatory authorities)]. (Please see Appendix
for the text of this agreement. Such agreements are collectively
referred to as the "Overseas Agreement" hereinafter referred to as.)
3.2.2 Through the foregoing arrangement, the Respective Transferor (or the
Respective Transferor's designated overseas companies recognized by
Chinese regulatory authorities) becomes the beneficial owners of the
Trust Shares and owns the corresponding voting rights, the right to
receive CNC HK dividend, the right to receive the proceeds from the
sale of CNC HK shares attaching to such Trust Shares and other
rights set forth in the Overseas Agreement as described in Section
3.2.1 and assumes the obligations set forth in the above-mentioned
agreements.
3.2.3 Pursuant to the terms and conditions of the Overseas Agreement, CNC
BVI is the
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nominal owner of the Trust Shares in CNC HK's register of
shareholders as the trustee for the Respective Assignor (or the
Respective Transferor's designated overseas companies recognized by
Chinese regulatory authorities.
THE FOREGOING IS COLLECTIVELY REFEREED TO AS "OVERSEAS TRUST ARRANGEMENT".
3.3 The handling of all legal procedures related to CNC BVI's transfer of the
CNC HK Trust Shares it holds to the Respective Transferor (or the
Respective Transferor's designated overseas companies recognized by
Chinese regulatory authorities) specified in Section 3.2 (, including the
legal procedures related to the Overseas Trust Arrangement described in
Section 3.2) shall begin after China Netcom Group has injected into CNC HK
the would-be-listed assets and will be completed during CNC HK's
pre-listing period.
The number of Trust Shares that CNC BVI has transferred to CAS, INC-SARFT,
CRTC and Shanghai Alliance (or the Respective Transferor's designated
overseas companies recognized by Chinese regulatory authorities)
separately is calculated as follows:
The number of The value of the 25% equity interest in The number of CNC HK
Trust Shares that China Netcom Holdings specified in ordinary shares as of
CNC BVI shall Section 3.1 the time when the
transfer to the -------------------------------------- transfer of the shares
Respective = X specified in Section
Transferor CNC HK's pre-listing net assets value 3.2 occurs
3.4 The parties to this Agreement confirm that the value of the 25% equity
interest in China Netcom Holdings held by the Respective Transferor
specified in Section 3.1 is true and fair.
4 UNDERTAKINGS AND WARRANTIES
4.1 Each party to this Agreement severally or jointly undertakes and warrants
to the other parties to this Agreement as follows:
4.1.1 Undertakings and warranties by the Respective Transferor
(a) The Respective Transferor has all the powers and authorization
to execute this Agreement and performs its obligations under
this Agreement;
(b) The Respective Transferor has severally obtained all internal
approvals, authorizations and consents required for the
execution of this Agreement;
(c) The signing representative of the Respective Transferor has
obtained all necessary internal authorization for the
execution of this Agreement and other actions;
(d) The Respective Transferor has agreed to actively cooperate
with relevant government authorities in matters related to
applications and approvals for the purpose of facilitating the
equity interest transfer under this Agreement;
(e) All documentation and information related to the equity
interest transfer under this Agreement provided by the
Respective Transferor to the Transferee and the approval
authorities are true, accurate and valid;
(f) Currently and till the Conversion Registration Date the
transferred equity
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interest is subject to no security interest or any other third
party rights (including but not limited to the right of first
refusal);
(g) The Respective Transferor will take necessary actions to
expedite the satisfaction of the "condition precedent"
specified in Section 6.2.
4.1.2 Undertakings and warranties by the Transferee
(a) The Transferee has all the powers and authorization to execute
this Agreement and performs its obligations under this
Agreement;
(b) The Transferee has obtained all internal approvals,
authorizations and consents required for the execution of this
Agreement;
(c) The signing representative of the Transferee has obtained all
necessary internal authorization for the execution of this
Agreement and other actions;
(d) The Transferee has agreed to actively cooperate with relevant
government authorities in matters related to applications and
approvals for the purpose of facilitating the equity interest
transfer under this Agreement;
(e) All documentation and information related to the equity
interest transfer under this Agreement provided by the
Transferee to the Transferor and the approval authorities are
true, accurate and valid;
(f) The Transferee will take necessary actions to expedite the
satisfaction of the "condition precedent" specified in Section
6.2.
4.2 Each party (the "Responsible party") herein undertakes to the other
parties to this Agreement that, if the falsity, inaccuracy or
incompleteness of its warranties or the consequences caused by reasons
related to its warranties or the content of its warranties during the
period when such warranties are given till the date when CNC BVI transfers
part of its CNC HK shares to the Respective Transferor (or the Respective
Transferor's designated overseas companies recognized by Chinese
regulatory authorities) has resulted in any responsibility, obligation,
loss, damage, injury, fine, penalty, claim, recourse, litigation, fee,
spending and expenditure borne by any other party (the "Damaged party")
(no matter whether all such losses have been caused by the other party's
acts or omissions or other reasons), it will be responsible for fully
indemnifying the Damaged party for all such losses.
5 FURTHER UNDERTAKINGS
In respect of the consideration payment arrangement specified in Section
3.2, the Respective Transferor has further undertaken as follows:
5.1 With reference to relevant stipulations of the Provisional Measures on
Administration for Selling-down State-owned Shares and Raising Social
Security Fund (hereinafter referred to as the "Selling-down Measures"),
the Respective Transferor, as a state shareholder of CNC HK, shall fulfill
its relevant obligations attached to state shareholders in CNC HK's
initial public offering and has agreed, together with other CNC HK's
shareholders such as China Netcom Group, Shandong SASAC, (or has procured
its designated overseas companies recognized by Chinese regulatory
authorities), to jointly instruct the trustee of the Trust Shares to sell
a certain amount of CNC HK shares and contribute all of the proceeds to
the national social security fund. The number of CNC HK shares the
Respective Transferor (or
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the Respective Transferor's designated overseas companies recognized by
Chinese regulatory authorities) shall sell severally in accordance with
the foregoing undertakings is calculated as follows:
The number of The number of CNC HK Trust Shares owned by The
shares the the Respective Transferor number of
Respective directly or indirectly additional
Transferor ---------------------------------------------- new shares
shall sell = X issued X 10%
The number of the total CNC HK shares upon CNC
owned by all the state shareholders of HK's
CNC HK directly or indirectly listing
5.2 Notwithstanding the foregoing, if Chinese regulatory authorities has
further requirements regarding CNC HK state shareholders' selling-down of
CNC HK shares and contribution to the national social security fund, the
Respective Transferor shall complete relevant legal procedures as
requested by Chinese regulatory authorities. Following the listing of CHC
HK, if during the period when the Respective (or the Respective
Transferor's designated overseas companies recognized by Chinese
regulatory authorities) remains the holder of CNC HK shares, the
Respective Transferor shall be obliged to go on performing its obligations
of selling down state-owned shares in accordance with the requirements of
the Selling-down Measures (the number of shares the Respective Transferor
shall sell is calculated according to the method set forth in Section
5.1).
5.3 The Respective Transferor, as CNC HK's state shareholder, shall not
transfer the CNC HK shares it has acquired in accordance with the
arrangement described in Section 3.2 (excluding the shares sold in
accordance with in Section 5.1 and Section 5.2) within two years following
the listing of CNC HK (hereinafter referred to as "Shares Lock-up Period)
and shall enter into the Lock-up Agreement.
5.4 After the Lock-up Period, the Respective Transferor (or the Respective
Transferor's designated overseas companies recognized by Chinese
regulatory authorities) can sell the CNC HK shares it holds upon the
satisfaction of the following conditions:
5.4.1 Compliance with the prevailing applicable laws and regulations, or
policies governing foreign capital's entry into Chinese
telecommunication industry;
5.4.2 Approvals from Chinese supervisory authorities (including but not
limited to the State-owned Assets Supervision and Administration
Commission or the local state-owned assets supervision and
administration authorities that have relevant powers, as well as the
Ministry of Commerce) for the transfer by the Respective Transferor
the CNC HK shares it holds (including but not limited to the number,
manner and price of the share transfer) have been obtained.
5.5 The Respective Transferor (or the Respective Transferor's designated
overseas companies recognized by Chinese regulatory authorities), as the
state shareholder of CNC HK, is required to fulfill other obligations
attached to state shareholders during the period it holds CNC HK shares.
The Respective Transferor should consult China Netcom Group before
proceeding with the Chinese application and approval procedures required
for the transfer of CNC HK Trust Shares. In addition, China Netcom Group
(or CNC BVI) has the right of first refusal in respect of the transfer of
part or the entire Trust Shares of CNC HK by the Respective Transferor (or
the Respective Transferor's designated overseas companies recognized by
Chinese regulatory authorities) to an independent third party based on the
6
same prices.
5.6 Upon the completion of the legal procedures (including the legal
procedures related to the Overseas Trust Arrangement) in respect of the
transfer of part of the CNC HK shares in the manner specified in this
Agreement by CNC BVI to the Respective Transferor (or the Respective
Transferor's designated overseas companies recognized by Chinese
regulatory authorities), the Respective Transferor (or the Respective
Transferor's designated overseas companies recognized by Chinese
regulatory authorities) has agreed to appoint CNC BVI as the trustee for
the management of the Trust Shares. China Netcom Group has agreed to
procure CNC BVI to confirm that the Respective Transferor (or the
Respective Transferor's designated overseas companies recognized by
Chinese regulatory authorities) is the beneficial owner of the Trust
Shares. The aforesaid Overseas Trust Arrangement shall include the
following key points:
5.6.1 Pursuant to laws applicable to the trust arrangement, the Respective
Transferor (or the Respective Transferor's designated overseas
companies recognized by Chinese regulatory authorities), as the
beneficiary, has agreed to receive CNC BVI as the trustee for the
Trust Shares and has entered into a Declaration of Trust and an
agreement specifying the rights and obligations attaching to the
trust to set forth the rights and obligations of both parties;
5.6.2 The Respective Transferor (or the Respective Transferor's designated
overseas companies recognized by Chinese regulatory authorities)
shall entrust CNC BVI with relevant legal procedures in respect of
the transfer of Trust Shares;
5.6.3 China Netcom Group herein confirms that the corresponding voting
rights, the right to receive CNC HK dividend, the right to receive
the proceeds from the sale of CNC HK shares attaching to the Trust
Shares and other rights set forth in the Overseas Agreement as
described in Section 3.2.1 shall be enjoyed by the Respective
Transferor severally;
5.6.4 If the Respective Transferor (or the Respective Transferor's
designated overseas companies recognized by Chinese regulatory
authorities) intends to create any lien over the Trust Shares, it
should obtain the prior consent of CNC BVI and CNC BVI shall be
responsible for relevant legal procedures.
5.7 The Respective Transferor undertakes that, as the state shareholder of
China Netcom Holdings, it will make its best effort to expedite in the
listing of CNC HK.
The Respective Transferor herein undertakes that, according to the principle of
actual benefit, if the Respective Transferor's overseas companies recognized by
Chinese regulatory authorities hold part of the CNC HK shares in accordance with
the Overseas Trust Arrangement and the approvals by the governmental
authorities, the Respective Transferor shall ensure that it will procure their
respective overseas companies, as the state shareholders of CNC HK, to act in
compliance with the undertakings by the Respective Transferor under Section 5.1
and Section 5.7.
6. CONDITION PRECEDENT OF EQUITY INTEREST TRANSFER EFFECTIVENESS
6.1 The parties have agreed to make their best effort severally or jointly to
expedite the completion of all governmental approval and registration
procedures required for the equity interest transfer.
6.2 Unless the parties to this Agreement have expressed their waiver of any of
the following conditions in writing, the effectiveness of the transfer of
the equity interest in China Netcom Group under this Agreement is
conditional upon the full satisfaction of the following
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conditions:
6.2.1 The Sate Council has approved the China Netcom Group Restructuring
and Listing Plan;
6.2.2 Relevant Chinese governmental authorities has granted their waiver
in respect of the assessment of the overall assets of China Netcom
Holdings;
6.2.3 The Ministry of Commerce has granted the Respective Transferor (or
the Respective Transferor's designated overseas companies) its
permission to receive part of the CNC HK shares held by CNC BVI and
which are transferred to it in the manner specified in Section 3.2.
6.2.4 The shareholders of CNC HK preference shares have agreed that the
equity interest transfer under this Agreement or CNC HK preference
shares no longer exist.
7 THE PARTIES' RESPONSIBILITIES FOLLOWING THE EXECUTION OF THIS AGREEMENT
7.1 If the condition precedent specified in Section 6.2 is not fully satisfied
by [August 1], 2004, upon unanimous agreement and for the purpose of
expediting the equity interest transfer under this Agreement, the parties
to this Agreement have agreed to waive the conditions precedent that can
not be satisfied or take remedial actions in accordance with the
stipulations set forth in Section 7.2;
7.2 If the China Netcom Group Restructuring and Listing Plan approved by the
State Council does not include the consent to the Respective Transferor
(or the Respective Transferor's designated overseas companies) directly
holding CNC HK shares, the parties to this Agreement have agreed to enter
into other agreements for the purpose of expediting the listing of CNC HK.
8 EFFECTIVENESS OF THIS AGREEMENT AND THE EFFECTIVENESS OF EQUITY INTEREST
TRANSFER UNDER THIS AGREEMENT
8.1 This Agreement shall come into effect once executed by the legal
representatives or authorized representatives of the parties and affixed
with their official seals.
8.2 The parties have unanimously agreed that, within two working days after
the condition precedent specified in Section 6.2 is fully satisfied
(including the waiver of some conditions precedent in accordance with the
stipulations in Section 7.1), it will submit all the legal documents
required for the industry and commerce conversion registration with the
Industry and Commerce Registration Authorities.
8.3 To expedite the industry and commerce registration described in Section
8.2, the Respective Transferor hereto agree that it will execute and issue
legal documents related to the industry and commerce conversion
registration of the equity interest transfer within five working days upon
the execution of this Agreement and will hand over such legal documents
executed and sealed to China Netcom Group for filing and issue a power of
attorney to entrust China Netcom Group with the industry and commerce
conversion registration procedure.
8.4 The parties to this Agreement have unanimously confirmed that the profits
or losses from the equity interest in China Netcom Holdings will be
enjoyed or borne by China Netcom Group if the condition precedent
specified in Section 6.2 is fully satisfied.
8.5 The parties have agreed that China Network Communications Group
Corporation shall be
8
deemed to enjoy all rights attached to the shareholders of China Netcom
(Holdings) Company Limited (including the investment approval right
stipulated in its Articles of Association) since the execution date of
this Agreement.
9 TERMINATION AND REVOKE OF THIS AGREEMENT
9.1 If agreement among the parties and confirmed in writing, this Agreement
can be terminated any time for such reasons: (i) compulsory stipulation of
laws and regulations; (ii) government supervisions; (iii) the occurrence
of Force Majeure events specified in Section 10; (iv) the occurrence of
events that will result in the unfulfilling of the purpose of this
Agreement.
9.2 After this Agreement is terminated pursuant to the stipulations in Section
9.1, the parties to this Agreement shall return to the other party the
interests or other properties it has acquired from such other party in
accordance with the principle of good faith.
10 FORCE MAJEURE
10.1 The parties have agreed that the following events will constitute Force
Majeure:
10.1.1 Objective situations that are unforeseeable, unavoidable and that
cannot be overcome at the time this Agreement is executed and that
will result in the failure of fulfilling this Agreement or timely
fulfillment of this Agreement.
10.1.2 Changes in Chinese policies and laws that result in the failure of
fulfilling this Agreement.
10.2 Other events that occur to the parties or any party other than that
described in the previous Section, including but not limited to the
changes in management, organizational structure and etc are not Force
Majeure events specified in this Section.
10.3 In the event of Force Majeure that causes any party to fail to perform its
obligation under this Agreement, this party is not liable for breach of
agreement. However, this affected party shall provide to the other parties
relevant evidences certified by the notary within [10] working days after
the occurrence of the Force Majeure event.
11 MISCELLANEOUS
11.1 CONFIDENTIAL RESTRICTION
In relation to the confidential and proprietary information (hereinafter
referred to as "Confidential Information") disclosed by any party to
another party with respect to its businesses, financial status and other
confidential affairs for the purpose of equity interest transfer under
this Agreement, the receiver shall: (i) keep the confidential information
under confidentiality; (ii) not disclose above Confidential Information
(except for the information disclosure as required by Section 11.2 under
this Agreement) to any persons or entities other than its employees and
professional advisors that need access to the Confidential Information to
perform their duties.
11.2 INFORMATION DISCLOSURE
In respect of this equity interest transfer, each party has agreed and
undertaken to duly perform its information disclosure obligation under
this Agreement in accordance with relevant regulations and laws to
practically protect the interests of each party. Upon the completion of
the equity interest transfer procedure, each party shall continue to duly
perform its information disclosure obligation in accordance with relevant
regulations and
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laws.
11.3 GOVERNING LAWS
The formation, effectiveness, interpretation and performance of this
Agreement and dispute resolution shall be governed by the laws of PRC
(excluding Hong Kong Special Administrative Region for the purpose of this
Agreement).
11.4 DISPUTE RESOLUTION
Any disputes arising from the execution, performance and interpretation of
this Agreement shall be first resolved by sincere negotiation.
11.5 EXPENSES AND TAXATION
11.5.1 Each party shall share equally the equity transfer expenses, such
as approval and registration expenses that required to be paid and
charged by governmental regulatory authorities in accordance with
relevant laws and regulation.
11.5.2 The taxes to be collected individually from each party in
accordance with laws and regulations shall be assumed by the
taxpayer against whom the taxes are levied.
11.6 WAIVER
The failure or delay of exercising the rights under this Agreement or any
other contracts or agreements in connection with this Agreement of any
party hereto shall not be deemed as the waiver of such rights; any sole or
partial exercise of such rights shall not hinder the full exercise of such
rights in the future.
11.7 AMENDMENTS AND SUPPLEMENT
This Agreement shall not be amended or supplemented orally and may be
amended or supplemented only upon endorsement on written documents by each
party. Any supplements to this Agreement shall be deemed as indivisible
parts of this Agreement.
11.8 SEVERABILITY
The invalidity of any Sections hereto shall not affect the validity of any
other Sections of this Agreement.
11.9 ENTIRE AGREEMENT
This Agreement, together with all the appendices hereto, constitutes the
entire agreement of the parties with respect to the subject matter hereof
and supersedes prior agreements entered into among the parties which are
different from this Agreement.
11.10 NOTIFICATION
Any notices as required by this Agreement sent by any party hereto to
another shall be written in Chinese and sent by registered mail, or by fax
confirmed by a registered mail immediately to relevant parties. Notices
required to be sent by this Agreement shall be deemed as received after
[3] days of the date of postmark if by registered mail, and the sending
date if by fax. All notices shall be addressed to the addresses first
listed above until the recipient issues a written notice to the other
party notifying the change of address.
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11.11 COUNTERPARTS OF THIS AGREEMENT
This Agreement is made in fifteen counterparts, each party keeps one. The
other ten counterparts will be used for approval processing and conversion
registration procedures.
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SCHEDULE A
Name and Address of the Transferors
China Netcom Group Corporation (BVI) Limited P.O. Box 3140,
Wickhams Cay I
Road Town, Tortola
British Virgin Islands
Chinese Academy of Sciences ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇
Information and Network Center of ▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Administration of Radio, Film and Television Xicheng District
Beijing, China
China Railways Telecommunications Center ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Shanghai Alliance Investment Limited No ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
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Shandong Provincial State-owned Assets Supervision ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
and Administration Commission Jinan City
Shandong Province, China