Exhibit 4(tt)
EXECUTION COPY
Supplemental Agreement
between
PCCW Limited
as Company
China Netcom Group Corporation (BVI) Limited
as Subscriber
and
China Network Communications Group Corporation
(Company's Name in Chinese)
as China Netcom
relating to
the Subscription Agreement dated 19 January 2005
between the parties
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
35th Floor ▇▇▇▇▇▇ Kong Center ▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
T (▇▇▇) ▇▇▇▇ ▇▇▇▇ F (▇▇▇) ▇▇▇▇ ▇▇▇▇ DX 009121 Central 1
THIS AGREEMENT is dated 7 February 2005 and made
BETWEEN:
(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 (Company's name in
Chinese), ("China Netcom"), a state-owned enterprise established under the
laws of the People's Republic of China and whose registered office is at
▇▇.▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Development Area, Beying 100176, PRC.
Background:
(A) Pursuant to an agreement dated 29 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 THlS AGREEMENT, THE
PARTIES AGREE THAT:
1. Definitions
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
2.1 The words "and the anti-dilution fights 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
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).
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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) ▇▇▇ ▇▇▇▇
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
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 ▇▇▇▇▇ ▇. ▇▇▇▇▇ )
for and on behalf of )
PCCW LIMITED ) /s/ PA
in the presence of: )
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ [illegible]
SIGNED by )
for and on behalf of )
CHINA NETCOM GROUP )
CORPORATION (BVI) LIMITED )
in the presence of: )
SIGNED by )
for and on behalf of )
CHINA NETWORK COMMUNICATIONS )
GROUP CORPORATION )
in the presence of: )
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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."
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