CHINA MOBILE COMMUNICATIONS CORPORATION
AND
CHINA MOBILE (HONG KONG) LIMITED
SUPPLEMENTAL AGREEMENT
DATED AS OF MAY 11, 2001
RELATING TO "SHENZHOUXING" ROAMING SETTLEMENT
AND SHARING OF PROFIT FROM SALES OF VALUE ADDING CARDS
IN OTHER PROVINCES
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SUPPLEMENTAL AGREEMENT, signed in Beijing on May 11, 2001
between China Mobile Communications Corporation ("Party A") and China Mobile
(Hong Kong) Limited ("Party B").
WHEREAS, Party A is a subsisting State-owned company validly
established under the laws of the People's Republic of China with its legal
address at No. 53A, Xibianmenneidajie, Xuanwuqu, Beijing, China; and
WHEREAS, Party B is a subsisting limited liability company
established under the laws of Hong Kong with its legal address at 60/F, The
Center, No. 99, Queen's Road Central, Central, Hong Kong. Party B's subsidiaries
in Mainland China include Guangdong Mobile Telecommunications Company Limited,
Zhejiang Mobile Telecommunications Company Limited, Jiangsu Mobile
Telecommunications Company Limited, Hainan Mobile Telecommunications Company
Limited, Fujian Mobile Telecommunications Company Limited, Henan Mobile
Telecommunications Company Limited, Beijing Mobile Telecommunications Company
Limited, Tianjin Mobile Telecommunications Company Limited, Shanghai Mobile
Telecommunications Company Limited, Liaoning Mobile Telecommunications Company
Limited, Shandong Mobile Telecommunications Company Limited, Hebei Mobile
Telecommunications Company Limited and Guangxi Mobile Telecommunications Company
Limited;
While:
1. Party A is now performing a nationwide centralized management
of China Mobile Communication's "Shenzhouxing" prepaid card
services, including the sales of prepaid card and value adding
card, as well as interconnection, roaming and related
settlements;
2. Party B is a company listed at Stock Exchange of Hong Kong and
New York Stock Exchange, with foreign investors holding about
25% of its shares, and Party A as the indirect controlling
shareholder;
3. Party A and Party B signed on October 4, 2000 the Agreement
for "Shenzhouxing" Roaming Settlement and Sharing of Profit
from the Sales of Value Adding Cards in Other Provinces
("Profit Sharing Agreement");
4. Both Party A and Party B agree that as "Shenzhouxing" business
develops, there is a need to adjust the ratio for the sharing
of profit from the sales of value adding cards in other
provinces.
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After friendly consultation, Party A and Party B reached the following
agreements:
1. "Shenzhouxing" users, i.e., holders of prepaid cards, may buy
value adding cards issued by provinces other than the
registered place for the prepaid cards ("Other Provinces"),
and undergo value adding. When "Shenzhouxing" users make use
of value adding cards issued by Other Provinces, the
provincial mobile operator where the "Shenzhouxing"
subscribers belong (i.e. the place of registration of the
prepaid cards) shall settle with the value adding card issuing
provincial mobile operator. While 95% of the amount of value
added shall go to the provincial mobile operator where the
"Shenzhouxing" subscribers belong, the remaining 5% shall be
kept by the value adding card issuing provincial mobile
operator. This ratio for the sharing of profit from the sales
of value adding cards in other provinces will replace the
profit sharing ratio in the Profit Sharing Agreement on the
execution date of this Supplemental Agreement.
2. This Supplemental Agreement is a supplemental agreement to the
Profit Sharing Agreement. Unless this Supplemental Agreement
states otherwise, other provisions of the Profit Sharing
Agreement shall be interpreted and executed in accordance with
the provisions and terms of the original agreement.
3. This Supplemental Agreement shall be construed in accordance
with and governed by the laws of the People's Republic of
China.
4. This Supplemental Agreement shall be effective on the date of
official signing by the authorized representatives of both
parties.
5. This Supplemental Agreement shall be executed on April 21,
2001, upon the fulfillment of the following conditions:
1) Party B obtained related connected transactions waiver from
the Stock Exchange of Hong Kong Limited (the "Stock Exchange")
in respect to transactions in this Supplemental Agreement; and
2) Independent shareholders of Party B, as determined not
connected in accordance with the listing rules of the stock
exchange, approved the transactions in this Supplemental
Agreement.
6. This Supplemental Agreement may be executed in four
counterparts (with two to each of Party A and Party B), each
of which when so executed shall be deemed to be an original,
but all of which together shall constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the day and year first above written.
CHINA MOBILE COMMUNICATIONS CORPORATION
Seal
By:
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/s/ illegible
CHINA MOBILE (HONG KONG) LIMITED
Seal
By:
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/s/ Wang Xiaochu
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Supplemental Agreement Relating to "Shenzhouxing" Roaming Agreement and Sharing of Profit From Sales of Value Adding Cards in Other Provinces - China Mobile Communications Corp. and China Mobile (Hong Kong) Ltd.
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