EXHIBIT 10.31
SHANDONG RURAL TELECOMMUNICATION ASSET TRANSFER AGREEMENT
BY AND BETWEEN
SHANDONG PROVINCIAL STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION
COMMISSION
AND
CHINA NETWORK COMMUNICATIONS GROUP CORPORATION
DATED AS OF APRIL 26, 2004
CONTENTS
1 DEFINITION...................................................................................... 1
2 ASSET TRANSFER.................................................................................. 2
3 CONSIDERATION FOR ASSET TRANSFER................................................................ 2
4 UNDERTAKINGS AND WARRANTIES..................................................................... 4
5 FURTHER UNDERTAKINGS............................................................................ 5
6 CONDITION PRECEDENT OF ASSET TRANSFER........................................................... 7
7 THE PARTIES' RESPONSIBILITIES FOLLOWING THE EXECUTION OF THIS AGREEMENT......................... 8
8 EFFECTIVENESS OF THIS AGREEMENT AND THE EFFECTIVENESS OF ASSET TRANSFER UNDER THIS AGREEMENT.... 8
9 TERMINATION AND REVOKE OF THIS AGREEMENT........................................................ 8
10 FORCE MAJEURE................................................................................... 8
11 MISCELLANEOUS................................................................................... 9
This Asset Transfer Agreement (hereinafter referred to as "this Agreement") is
made and entered into on ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China
(hereinafter referred to as "PRC") by and between the following two parties:
(1) Shangdong Provincial State-owned Asset Supervision and Administration
Commission (hereinafter referred to as "the "Transferor")
(2) China Network Communications Group Corporation ("China Netcom Group" or
"the Transferee")
Registered address: ▇▇▇▇▇▇▇▇ ▇, ▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, PRC
Legal representative: Zhang ▇▇▇▇ ▇▇▇▇▇
WHEREAS:
(1) In order to fully implement the Telecommunication System Reform Plan (GUO
FA [2004] 36) promulgated by the State Council, the 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.
(2) It is specified in document 12 of Shandong provincial government's meeting
memorandum that the Shandong State-owned Asset Supervision and
Administration Commission (Shandong SASAC) will be responsible for the
execution of relevant agreements in respect of Shandong Rural
Telecommunication Asset allocation, the Transferor enter into this
Agreement with China Network Communication Group Corporation.
(3) Pursuant to the requirements of China Netcom Group Restructuring and
Listing Plan, the Transferor has agreed to transfer the Shandong Rural
Telecommunication Asset it holds and China Netcom Group has agreed to
receive the of Shandong Rural Telecommunication Asset Transfered to it by
the Transferor.
NOW, THEREFORE, for the purpose of restructuring China Netcom Group's
relevant assets and its overseas listing and after friendly consultation, the
two parties to this Agreement 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:
SHANDONG RURAL The entire telecommunication assets
TELECOMMUNICATION ASSET and interests of the rural
areas in Shandong province held by
Shandong provincial government, as confirmed
by both parties to this Agreement.
"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
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Hong Kong or NY Stock Exchange.
"RESTRUCTURING ASSET INJECTION" The restructuring of CNC HK
for the purpose of 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 The net assets value of CNC
NET ASSETS VALUE" HK as of [December 31,2003],
audited by PricewaterhoueCoopers
▇▇▇▇▇ ▇▇▇▇ CPAs Limited Company in
accordance with China GAAP and giving effect
to the pro forma Restructuring Asset
Injection.
"CHC HK'S STATE SHAREHOLDERS" CAS, INC-SARFT, CRTC, Shanghai Alliance,
Shandong Provincial State-owned Assets
Supervision and Administration Commission
(or the Transferor's other designated
entities recognized by Chinese governmental
regulatory authorities) as CNC HK's
shareholders and their designated overseas
companies recognized by Chinese governmental
regulatory authorities (as the case may be)
and CNC BVI.
"STATE-OWNED ASSETS The State-owned Assets Supervision
SUPERVISION AND and Administration Commission of
ADMINISTRATION the State Council
COMMISSION"
"MINISTRY OF COMMERCE" The Ministry of Commerce of the PRC
"TRUST SHARES" The shares of CNC HK corresponding
to the equity interest beneficially owned by
the Transferor (or other entities designated
by it and recognized by Chinese governmental
regulatory authorities) through overseas
trust arrangement.
2 ASSET TRANSFER
2.1 Pursuant to the Request for Instruction to the Issues Regarding the
Adjustment of Rural Telecommunication System and the State Council's
feedback thereof, the Transferor has agreed to transfer and the Transferee
has agreed to receive Shandong Rural Telecommunication Asset in accordance
with the terms and conditions of this Agreement.
2.2 China Netcom Group will own the entire Shandong Rural Telecommunication
Asset and the interests thereof after giving effect to the asset
transfer.
3 CONSIDERATION FOR ASSET TRANSFER
3.1 Pursuant to the Request for Instruction to the Issues Regarding the
Adjustment of Rural Telecommunication System, both parties have
unanimously agreed that China Netcom Group will recognize the shareholding
of the Transferor (or the Transferor's other designated entities
recognized by Chinese governmental regulatory authorities) in CNC HK in
the amount of RMB 1,618 billion.
3.2 Both parties have unanimously agreed that the value of RMB 1,618 billion
described in Section 3.4 serves only as the calculation basis for the
number of CNC HK shares transferred to the Transferor (or the Transferor's
other designated entities recognized by Chinese governmental regulatory
authorities) by CNC BVI (See Section 3.3 for the
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calculation method). China Netcom Group has no obligation to acquire the
Shandong Rural Telecommunication Asset held by the Transferor in other
manners other than that stipulated in this Agreement.
3.3 As consideration for the receiving by the Transferee of the asset
transferred to it, the Transferee will transfer the Trust Shares to the
Transferor (or the Transferor's other designated entities recognized by
Chinese governmental regulatory authorities) through the Transferor's
designated directors in CNC BVI after the Effective Date. The details of
such arrangement is as follows:
3.3.1 The Transferor (or the Transferor's designated overseas companies
holding the shares of CNC HK and recognized by Chinese governmental
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 Transferor (or their designated overseas
companies holding the shares of CNC HK and recognized by Chinese
governmental 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.)
3.3.2 Through the foregoing arrangement, the Transferor (or the
Transferor's other designated entities recognized by Chinese
governmental 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 3.3.1 and assumes the obligations set forth in the
above-mentioned agreements.
3.3.3 Pursuant to the terms and conditions of the Overseas Agreement, CNC
BVI is the nominal owner of the Trust Shares in CNC HK's register of
shareholders as the trustee for the Transferor (or the Transferor's
designated overseas companies recognized by Chinese governmental
regulatory authorities.
THE FOREGOING IS COLLECTIVELY REFEREED TO AS "OVERSEAS TRUST ARRANGEMENT".
3.4 The handling of all legal procedures related to CNC BVI's transfer of the
CNC HK Trust Shares it holds to the Transferor (or the Transferor's other
designated entities recognized by Chinese governmental 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 Transferor's designated overseas
companies recognized by Chinese governmental regulatory authorities)
separately is calculated as follows:
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The number of RMB 1.618 billion The number of CNC HK
Trust Shares that -------------------- x ordinary shares as of
CNC BVI shall the time when the
transfer to the transfer of the shares
Transferor (or the specified in Section
Transferor's other CNC HK's pre-listing 3.2 occurs
designated net assets value
entities
recognized by
Chinese
governmental
regulatory
authorities)
4 UNDERTAKINGS AND WARRANTIES
4.1 Each party to this Agreement severally or jointly undertakes and warrants
to the other party to this Agreement as follows:
4.1.1 Undertakings and warranties by the Transferor
(a) The Transferor has all the powers and authorization to execute
this Agreement and performs its obligations under this
Agreement;
(b) The Transferor has severally obtained all internal approvals,
authorizations and consents required for the execution of this
Agreement;
(c) The signing representative of the Transferor has obtained all
necessary internal authorization for the execution of this
Agreement and other actions;
(d) The Transferor has agreed to actively cooperate with relevant
government authorities in matters related to applications and
approvals for the purpose of facilitating the asset transfer
under this Agreement;
(e) All documentation and information related to the asset
transfer under this Agreement provided by the Transferor to
the Transferee and the approval authorities are true, accurate
and valid;
(f) Currently the transferred Shandong Rural Telecommunication
Asset is subject to no security interest or any other third
party rights (including but not limited to the right of first
refusal);
(g) The 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;
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(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 asset Transfer
under this Agreement;
(e) All documentation and information related to the asset
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 Both parties herein undertakes to the other party 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 Transferor
(or the Transferor's other designated entities recognized by Chinese
governmental regulatory authorities) has resulted in any responsibility,
obligation, loss, damage, injury, fine, penalty, claim, recourse,
litigation, fee, spending and expenditure borne by the other 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 other party for all such losses.
5 FURTHER UNDERTAKINGS
In respect of the consideration payment arrangement specified in Section
3.2, the Transferor (or the Transferor's other designated entities
recognized by Chinese governmental regulatory authorities) 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 Transferor (or the Transferor's other designated entities recognized
by Chinese governmental regulatory authorities), as a CNC HK State
Shareholder, 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, Chinese
Academy of Science, the State-owned Assets Supervision and Administration
Commission, Information Network Center of State Administration of Radio,
Film and Television, China Railroad Communication Center, and Shanghai
Alliance Investment Limited, , 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 Transferor (or the Transferor's other designated entities
recognized by Chinese governmental regulatory authorities) shall sell
severally in accordance with the foregoing undertakings is calculated as
follows:
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The number The number of CNC HK Trust Shares The
of shares to directly or indirectly owned by the number of
be sold by = Transferor (or the Transferor's other x additional
the designated entities recognized by x 10% new shares
Transferor Chinese governmental regulatory authorities) issued
(or the ------------------------------------------- upon CNC
Transferor's
other The number of the total CNC HK shares HK's
designated owned by all the state shareholders of listing
entities CNC HK directly or indirectly
recognized
by Chinese
governmental
regulatory
authorities)
5.2 Notwithstanding the foregoing, if Chinese governmental 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 Transferor shall complete relevant legal procedures as
requested by Chinese governmental regulatory authorities. Following the
listing of CHC HK, if during the period when the (or the Transferor's
designated overseas companies recognized by Chinese governmental
regulatory authorities) remains the holder of CNC HK shares, the
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 Transferor shall sell is
calculated according to the method set forth in Section 5.1).
5.3 The Transferor (or the Transferor's other designated entities recognized
by Chinese governmental regulatory authorities), 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 Transferor (or the Transferor's other
designated entities recognized by Chinese governmental 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 Transferor (or the
Transferor's other designated entities recognized by Chinese
governmental regulatory authorities) 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 Transferor (or the Transferor's other designated entities recognized
by Chinese governmental 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 Transferor (or
the Transferor's other designated entities recognized by Chinese
governmental regulatory authorities) 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 Transferor
(or the Transferor's other designated entities recognized by Chinese
governmental regulatory authorities) to an independent third party based
on the 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
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manner specified in this Agreement by CNC BVI to the Transferor (or the
Transferor's other designated entities recognized by Chinese governmental
regulatory authorities), the Transferor (or other entities designated by
it and recognized by Chinese governmental 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 Transferor (or the Transferor's other designated entities recognized
by Chinese governmental 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 Transferor
(or the Transferor's other designated entities recognized by Chinese
governmental 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 Transferor (or the Transferor's other designated entities
recognized by Chinese governmental 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 3.3.1 shall be enjoyed by the Transferor
severally;
5.6.4 If the Transferor (or the Transferor's other designated entities
recognized by Chinese governmental regulatory authorities) intends
to create any lien over the Trust Shares, it should abide by
relevant regulations related to the sale of shares, meaning that all
conditions required for the sale of shares must be satisfied before
any lien can be created over the Trust Shares (including but not
limited to obtaining approval from relevant Chinese regulatory
authorities, [including the State-owned Assets Supervision and
Administration Commission and the Ministry of Commerce], for such
lieu creation). Upon satisfaction of the condition specified by this
Section, CNC BVI shall proceed with relevant lieu creation
procedures per the Transferor's requirement.
6 CONDITION PRECEDENT OF ASSET TRANSFER
6.1 Both 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 transfer of Shandong Rural Telecommunication
Asset.
6.2 Unless both parties to this Agreement have expressed their waiver of any
of the following conditions in writing, the effectiveness of the transfer
of Shandong Rural Telecommunication Asset under this Asset Transfer
Agreement is conditional upon the full satisfaction of the following
conditions:
6.2.1 The Sate Council has approved the China Netcom Group Restructuring
and Listing Plan;
6.2.2 The Ministry of Commerce has granted the Transferor (or the
Transferor's other designated entities recognized by Chinese
governmental regulatory authorities) 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 3.3.
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6.3 Both parties have unanimously agreed that the Effective Date of the
transfer of Shandong Rural Telecommunication Asset is December 31, 2003
if the aforesaid conditions are fully satisfied. Commencing from January
1, 2004, all the profits and losses from Shandong Rural Telecommunication
Asset shall be enjoyed or borne by China Netcom Group and the management
of the entire assets and financial affairs will be transferred to China
Netcom Group Shandong Telecommunication Company.
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 asset transfer under this Agreement, both 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 do not include the direct holding of CNC HK shares, both
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 ASSET 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 Transferor shall assist in the state-owned assets ownership conversion
registration in respect of Shandong Rural Telecommunication Asset once
this Agreement comes into effect.
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, both 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
8
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 party
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 asset 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 asset 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 asset transfer
procedure, each party shall continue to duly perform its information
disclosure obligation in accordance with relevant regulations and 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 expenses arising out of the
transfer of Shandong Rural Telecommunication Asset, 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 arising out of the transfer of Shandong Rural
Telecommunication Asset and the stipulations of Section 3, which
are 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.
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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 SEVER ABILITY
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.
11.11 COUNTERPARTS OF THIS AGREEMENT
This Agreement is made in ten counterparts, each party keeps one. The
other eight counterparts will be used for approval processing and
conversion registration procedures.
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(This page contains no body text)
TRANSFEROR:
Shandong Provincial State-owned Assets Supervision and Administration Commission
(seal) Legal representative or Authorized representative (signature):
TRANSFEREE:
China Network Communications Group Corporation (seal)
Legal representative or Authorized representative (signature):
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