{"id":42874,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-agreement-to-spectrum-number-resources-use.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-agreement-to-spectrum-number-resources-use","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/supplemental-agreement-to-spectrum-number-resources-use.html","title":{"rendered":"Supplemental Agreement to Spectrum\/Number Resources Use Agreement, Trademark License Contract, Inter-Provincial Long Distance Transmission Lines Fee Sharing Agreement and Inter-Provincial Interconnection and Domestic and Inter-Provincial Interconnection and Domestic and International Roaming Settlement Agreement – China Mobile Communications Corp. and China Mobile (Hong Kong) Ltd."},"content":{"rendered":" SUPPLEMENTAL AGREEMENT\n\n\n TO\n\n SPECTRUM\/NUMBER RESOURCES USE AGREEMENT\n\n TRADEMARK LICENSE CONTRACT\n\n INTER-PROVINCIAL LONG DISTANCE TRANSMISSION LINES FEE\n SHARING AGREEMENT\n\n AND\n\n INTER-PROVINCIAL INTERCONNECTION AND DOMESTIC AND\n INTERNATIONAL ROAMING SETTLEMENT AGREEMENT\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n DATED AS OF SEPTEMBER 19, 2000\n\n\n 2\n\n SUPPLEMENTAL AGREEMENT\n\n This Agreement is executed by the following Parties on September 19,\n2000 in Beijing:\n\n CHINA MOBILE COMMUNICATIONS CORPORATION, a wholly state-owned\ncorporate entity duly established and existing under the laws of the People's\nRepublic of China, with its legal address at 53 A, Xibianmen Nei Da Jie, Xuanwu\nDistrict, Beijing, PRC (\"Party A\");\n\n CHINA MOBILE (HONG KONG) LIMITED, a limited liability company duly\nestablished and existing under the laws of Hong Kong, with its legal address at\n60th Floor, The Center, 99 Queen's Road Central, Hong Kong (\"Party B\"). Party\nB's operating subsidiaries in mainland China include Guangdong Mobile\nCommunication Company Limited, Zhejiang Mobile Communication Company Limited,\nJiangsu Mobile Communication Company Limited, Fujian Mobile Communication\nCompany Limited, Henan Mobile Communication Company Limited and Hainan Mobile\nCommunication Company Limited;\n\n BEIJING MOBILE COMMUNICATION COMPANY LIMITED, a limited liability\ncompany duly established and existing under the laws of PRC, with its legal\naddress at 58 Dong Zhong Jie, Dong Cheng District, Beijing;\n\n SHANGHAI MOBILE COMMUNICATION COMPANY LIMITED, a limited liability\ncompany duly established and existing under the laws of PRC, with its legal\naddress at 668 Beijing Dong Lu, Shanghai;\n\n TIANJIN MOBILE COMMUNICATION COMPANY LIMITED, a limited liability\ncompany duly established and existing under the laws of PRC, with its legal\naddress at 64 Zone M, Tianjin Port Bonded Area, Tianjin;\n\n SHANDONG MOBILE COMMUNICATION COMPANY LIMITED, a limited liability\ncompany duly established and existing under the laws of PRC, with its legal\naddress at 84 Da Wei Er Lu, Shi Zhong District, Jinan, Shandong;\n\n HEBEI MOBILE COMMUNICATION COMPANY LIMITED, a limited liability\ncompany duly established and existing under the laws of PRC, with its legal\naddress at 220 Qing Yuan Jie, Shijiazhuang, Hebei;\n\n LIAONING MOBILE COMMUNICATION COMPANY LIMITED, a limited liability\ncompany duly established and existing under the laws of PRC, with its legal\naddress at 128 Shi Yi Wei Lu, Shehe District, Shenyang, Liaoning; and\n\n GUANGXI MOBILE COMMUNICATION COMPANY LIMITED, a limited liability\ncompany duly established and existing under the laws of PRC, with its legal\naddress at 92 Min Zu Da Dao, Nanning, Guangxi Zhuang Autonomous Region;\n\n (Beijing Mobile Communication Company Limited, Shanghai Mobile\nCommunication Company Limited, Tianjin Mobile Communication Company Limited,\nHebei Mobile Communication Company Limited, Shandong Mobile Communication\nCompany Limited, Liaoning Mobile Communication Company Limited and Guangxi\nMobile\n\n\n\n\n\n 1\n 3\n\nCommunication Company Limited each a \"Target Company\", collectively, \"Target\nCompanies\").\n\n\nWHEREAS:\n\n1. With the approval of the State Council and the Ministry of Information\n Industry, Party A intends to sell to Party B, and Party B intends to\n acquire from Party A, all of Party A's equity interests in the Target\n Companies.\n\n2. Party B is a company listed on the Stock Exchange of Hong Kong Limited\n and the New York Stock Exchange, Inc., with about 25% of its issued\n and outstanding shares being held by overseas investors and Party A is\n its indirect controlling shareholder.\n\n3. Party A and Party B executed the \"Spectrum\/Number Resources Use\n Agreement\" and the \"Trademark License Contract\" on October 8, 1999,\n and the \"Inter-provincial Transmission Lines Fee Sharing Agreement\"\n and the \"Inter-provincial Interconnection and Domestic and\n International Roaming Settlement Agreement\" on May 5, 2000,\n respectively, in which agreements the Parties agreed upon the matters\n in connection with the use of spectrum and number resources by Party\n B's six operating companies for their operation of mobile\n communications services, sharing of inter-provincial transmission\n lines fee, settlement of inter-provincial interconnection and domestic\n and international roaming services and trademark licensing.\n\n4. Party B and the Target Companies all wish, and Party A agrees, that\n from the date on which the Target Companies become Party B's direct or\n indirect wholly owned subsidiaries, the Target Companies shall also be\n performing the Spectrum\/Number Resources Use Agreement, the Trademark\n License Agreement, the Inter-provincial Interconnection and Domestic\n and International Roaming Settlement Agreement and the\n Inter-provincial Transmission Lines Fee Sharing Agreement, and shall\n enjoy the rights and assume the obligations thereunder.\n\n Through friendly negotiations, the Parties reach the following\n agreements:\n\n1. Each Party hereby agrees that a Target Company, from the date on which\n it becomes Party B's direct or indirect wholly owned subsidiary\n (\"Effective Date\"), will enjoy the same rights and assume the same\n obligations under the Spectrum\/Number Resources Use Agreement, the\n Inter-provincial Interconnection and Domestic and International\n Roaming Settlement Agreement and the Inter-provincial Transmission\n Lines Fee Sharing Agreement as each of Party B's mainland China mobile\n communications operating subsidiaries.\n\n2. Party B shall be responsible for causing each Target Company to\n perform all its obligations under each of the Spectrum\/Number\n Resources Use Agreement, the Inter-provincial Interconnection and\n Domestic and International Roaming Settlement Agreement and the\n Inter-provincial Transmission Lines Fee Sharing Agreement in\n accordance with the terms and conditions thereof.\n\n3. Party A hereby agrees that each Target Company may use the\n trademark(s) licensed by Party A in accordance with the terms and\n conditions of the \"Trademark License\n\n\n\n 2\n 4\n\n Contract\" executed by Party A and Party B on October 8, 1999 and this\n Agreement. The Parties agree that by virtue of this paragraph, each of\n the Target Companies shall have the right to use Party A's\n trademark(s) in accordance with the terms and conditions of the\n Trademark License Contract and this Agreement. Party A shall file the\n trademark license hereunder with the State Administration of Industry\n and Commerce and the State Trademark Bureau.\n\n4. This Agreement shall come into effect as of the Effective Date. The\n Target Companies shall begin to perform each of the Spectrum\/Number\n Resources Use Agreement, the Trademark License Contract, the\n Inter-provincial Interconnection and Domestic and International\n Roaming Settlement Agreement and the Inter-provincial Transmission\n Lines Fee Sharing Agreement as of the Effective Date.\n\n5. The execution, validity, performance, interpretation of and resolution\n of dispute in connection with this Agreement, the Spectrum\/Number\n Resources Use Agreement, the Trademark License Contract, the\n Inter-provincial Interconnection and Domestic and International\n Roaming Settlement Agreement and\/or the Inter-provincial Transmission\n Lines Fee Sharing Agreement between Party A and Party B shall be\n governed by the laws of the People's Republic of China.\n\n Any dispute arising from or in connection with the validity,\n interpretation or performance of this Agreement, or of the\n Spectrum\/Number Resources Use Agreement, the Trademark License\n Contract, the Inter-provincial Interconnection and Domestic and\n International Roaming Settlement Agreement and\/or the Inter-provincial\n Transmission Lines Fee Sharing Agreement between Party A and Party B\n shall be settled by the Parties through friendly negotiation. In the\n event that negotiation produces no solution, a Party may submit the\n dispute to China International Economic and Trade Arbitration\n Commission for arbitration in accordance with its then effective\n arbitration rules in Beijing. The award of such arbitration shall be\n final and binding on each Party. The arbitration fee shall be borne by\n the losing Party\/Parties.\n\n Except for matters under arbitration, the remaining part of the\n Agreement shall remain in effect during the time of arbitration.\n\n6. The conditions precedent to the effectiveness of this Agreement are as\n follows:\n\n (1) Party B shall have been granted relevant waivers by the Stock\n Exchange of Hong Kong Limited (\"HKSE\") on Party B's related\n party transactions in accordance with the listing rules of\n HKSE;\n\n (2) The independent shareholders of Party B who are deemed to be\n independent in accordance with the HKSE listing rules shall\n have approved relevant transactions; and\n\n(3) Party B shall have completed the acquisition of the Target Companies.\n\n7. This Agreement shall be executed by the legal or authorized\n representatives, and affixed with the official seal, of each Party.\n\n\n\n 3\n 5\n\n8. The Agreement is signed in ten counterparts. Each Party will keep one\n copy, and the remaining one copy will be kept by China Mobile (Hong\n Kong) Limited for registration or filing purpose as necessary. Each of\n the signed original copies shall have the same force and effect.\n\n\n IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed by their duly authorized representatives as of the date first above\nwritten.\n\n<\/pre>\n
\n <\/p>\n———————————————
\nCHINA MOBILE COMMUNICATIONS CORPORATION CHINA MOBILE (HONG KONG) LIMITED<\/p>\n
By: s\/Xue Taohai
\n Authorized Representative By: s\/Wang Xiaochu
\n Authorized Representative<\/p>\n
———————————————
\nBEIJING MOBILE COMMUNICATION COMPANY LIMITED SHANGHAI MOBILE COMMUNICATION COMPANY LIMITED<\/p>\n
By: s\/Zhao Jinxiang By: s\/Chen Suxian
\n Authorized Representative Authorized Representative<\/p>\n
———————————————
\nTIANJIN MOBILE COMMUNICATION COMPANY LIMITED SHANDONG MOBILE COMMUNICATION COMPANY LIMITED<\/p>\n
By: s\/Wang Xueli By: s\/Li Huabin
\n Authorized Representative Authorized Representative<\/p>\n
———————————————
\nHEBEI MOBILE COMMUNICATION COMPANY LIMITED LIAONING MOBILE COMMUNICATION COMPANY LIMITED<\/p>\n
By: s\/Zhang Liande By: s\/Zhang Xuehong
\n Authorized Representative Authorized Representative<\/p>\n
———————————————
\nGUANGXI MOBILE COMMUNICATION COMPANY LIMITED<\/p>\n
By: s\/Gan Yuecai
\n Authorized Representative<\/p>\n
<\/c><\/s><\/table>\n
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