\n SP = IP – D<\/p>\n Where SP = the Subscription Price<\/p>\n
IP = the Initial Price<\/p>\n
(Initial Price x 85%) – Average Daily VWAP
\n D = ——————————————
\n 2
\n<\/c><\/c><\/c><\/s><\/table>\n
4<\/p>\n
2.5 The New Shares shall be allotted by the Company to the Subscriber or the
\nSubscriber Subsidiary, as appropriate, and issued in accordance with
\nclause 4.3(c), fully paid and free from all liens, charges, security interests,
\nencumbrances, adverse claims, options and third party rights.<\/p>\n
2.6 The New Shares shall rank pari passu in all respects with the Shares in
\nissue at the date of allotment and in particular will rank in full for all
\ndividends and other distributions declared, made or paid at any time after the
\ndate of allotment.<\/p>\n
3. CONDITIONS<\/p>\n
3.1 Completion of the Subscription shall be conditional upon the following
\nconditions having been fulfilled or, at the discretion of the Subscriber and the
\nSubscriber Subsidiary, waived:<\/p>\n
(a) the Listing Committee of the Stock Exchange granting listing of, and
\n permission to deal in, all of the New Shares on the Stock Exchange;<\/p>\n
(b) the Company Announcement being released for publication on the first
\n Business Day immediately following the date of this Agreement; and<\/p>\n
(c) the Subscriber and the Subscriber Subsidiary having jointly received from
\n the Company, at the Company’s expense, a signed legal opinion from the
\n Company’s PRC counsel that no PRC governmental or regulatory approvals of
\n this Agreement and the transactions contemplated herein are required.<\/p>\n
3.2 In the event that any of the Conditions is not fulfilled, or waived by the
\nSubscriber and the Subscriber Subsidiary, by the Long Stop Date, this Agreement
\nand all rights and obligations of the parties hereunder shall automatically
\ncease and terminate save for accrued rights and obligations.<\/p>\n
3.3 The Company undertakes to notify the Subscriber and the Subscriber
\nSubsidiary promptly in writing following the satisfaction of the Conditions.<\/p>\n
3.4 If, at any time prior to Completion:<\/p>\n
(a) the Company issues or ought reasonably to have issued any announcement, or
\n any supplemental circular or other written communication containing
\n revisions to the Company Circular, due to a material adverse change in the
\n business or financial condition of either (i) the Company and its
\n Affiliates taken as a whole, or (ii) the companies or entities or
\n businesses which the Company plans to acquire pursuant to the Acquisition,
\n taken as a whole; or<\/p>\n
(b) there shall develop, occur, exist or come into effect:<\/p>\n
(i) any outbreak or escalation of hostilities involving the PRC or Hong
\n Kong or the declaration by the PRC or Hong Kong of a national
\n emergency or war; or<\/p>\n
5<\/p>\n
(ii) any act of God, riot, public disorder, civil commotion, fire, flood,
\n explosion, epidemic, terrorism, war, strike, lock-out or other
\n calamity or crisis; or<\/p>\n
(iii) the imposition of any moratorium, suspension or material restriction
\n on trading in the securities of the Company or in securities
\n generally on the Hong Kong Stock Exchange or the New York Stock
\n Exchange; or<\/p>\n
(iv) any change in financial, political, military, industrial, economic,
\n legal, fiscal, regulatory or stock market maters or conditions in
\n Hong Kong or the PRC or the British Virgin Islands; or<\/p>\n
(v) any new law or regulation or change in existing laws or regulations
\n in Hong Kong or the PRC or the British Virgin Islands or any change
\n in the interpretation or application thereof by any court or other
\n competent authority in Hong Kong or the PRC or the British Virgin
\n Islands,<\/p>\n
which, in the reasonable opinion of the Subscriber and\/or the Subscriber
\n Subsidiary as determined by the Subscriber and\/or Subscriber Subsidiary, is
\n or will be or is likely to be materially adverse to the business or
\n financial condition of either (i) the Company and its Affiliates taken as a
\n whole, or (ii) the companies or entities or businesses which the Company
\n plans to acquire pursuant to the Acquisition, taken as a whole,<\/p>\n
then the Subscriber and the Subscriber Subsidiary shall each have the right to
\nimmediately terminate this Agreement by written notice to the Company, provided
\nthat the Subscriber and the Subscriber Subsidiary shall each consult with the
\nCompany before electing to terminate this Agreement pursuant to this clause.
\nUpon the termination of this Agreement, all rights and obligations of the
\nparties hereunder shall cease and terminate save for accrued rights and
\nobligations.<\/p>\n
4. COMPLETION<\/p>\n
4.1 Completion shall take place on 18 June 2002 or such later date as may be
\nagreed in writing between the parties to this Agreement.<\/p>\n
4.2 If Completion has not occurred (other than through the failure of the
\nSubscriber or the Subscriber Subsidiary, as appropriate, to comply with the
\nobligations under clause 4.3 to the extent applicable to it) by 30 September
\n2002, this Agreement and all rights and obligations of the parties hereunder
\nshall automatically cease and terminate save for accrued rights and obligations.<\/p>\n
4.3 At Completion:<\/p>\n
(a) the Company shall deliver a written confirmation addressed to the
\n Subscriber and the Subscriber Subsidiary jointly and dated the date of
\n Completion confirming that there has been no material adverse change in the
\n business or financial condition of the Company, its Affiliates and\/or the
\n companies or <\/p>\n
6<\/p>\n
entities which it plans to acquire pursuant to the Acquisition, taken as a
\n whole, since the date of this Agreement;<\/p>\n
(b) the Subscriber or the Subscriber Subsidiary, as appropriate, shall make
\n payment of the Subscription Amount in immediately transferable funds by
\n direct transfer to such account as the Company shall notify the Subscriber
\n and the Subscriber Subsidiary in writing at least three Business Days prior
\n to Completion (the DESIGNATED ACCOUNT) and such transfer into the
\n Designated Account shall constitute a complete discharge of the obligations
\n of the Subscriber and the Subscriber Subsidiary in respect of the
\n Subscription Amount and under this Agreement;<\/p>\n
(c) the Company shall allot the New Shares to the Subscriber or the Subscriber
\n Subsidiary, as appropriate, and issue a share certificate in respect of the
\n New Shares in the name of HKSCC Nominees Limited and shall promptly
\n thereafter register HKSCC Nominees Limited as member in respect of the New
\n Shares and deliver the share certificate to Hong Kong Securities Clearing
\n Company Limited for credit to such account with the Central Clearing and
\n Settlement System established and operated by Hong Kong Securities Clearing
\n Company Limited as may be instructed by the Subscriber or the Subscriber
\n Subsidiary, as appropriate, for such purpose;<\/p>\n
(d) the Company, the Subscriber and the Subscriber Subsidiary shall jointly
\n issue a completion certificate which shall be in the form set out in
\n schedule 2 to this Agreement, stating the Threshold Number, being the sum
\n of 406,234,375 Shares and the New Shares to be allotted to the Subscriber
\n or the Subscriber Subsidiary pursuant to clause 4.3(c);<\/p>\n
(e) the Company shall arrange for an announcement giving details of the
\n allotment of the New Shares to be made in at least one English newspaper
\n and at least one Chinese newspaper no later than the next Business Day
\n following the date of the allotment; and<\/p>\n
(f) the Subscriber may arrange for an announcement to be published stating that
\n Completion has taken place on the date of Completion.<\/p>\n
5. UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES OF THE COMPANY<\/p>\n
5.1 For so long as (A) the aggregate number of Shares beneficially held by the
\nSubscriber and\/or its wholly owned subsidiaries does not fall below the
\nThreshold Number, and (B) the Strategic Alliance Agreement remains in effect:<\/p>\n
(a) the Subscriber or (if the New Shares are allotted to the Subscriber
\n Subsidiary) the Subscriber Subsidiary shall be entitled to nominate from
\n time to time the Chief Executive of the Subscriber or such other member of
\n the senior management of the Subscriber as shall be mutually agreed with
\n the Company (such agreement not to be unreasonably withheld or delayed by
\n the Company) for appointment by the board of directors of the Company
\n and\/or election by the shareholders of the Company as a non-executive
\n director of the Company;<\/p>\n
7<\/p>\n
(b) the Company hereby undertakes to the Subscriber and the Subscriber
\n Subsidiary to perform all acts and things, and execute and deliver (or
\n procure the execution and delivery of) all documents, as may be required to
\n cause the person nominated by the Subscriber or (if the New Shares are
\n allotted to the Subscriber Subsidiary) the Subscriber Subsidiary to be
\n appointed and\/or elected as a non-executive director of the Company and, in
\n particular but without prejudice to the generality of the foregoing, to
\n cause:<\/p>\n
(i) its board of directors to resolve on and vote in favour of such
\n person’s appointment as a non-executive director of the Company; and<\/p>\n
(ii) its board of directors to propose and recommend such person for
\n election as a director of the Company by the shareholders at a general
\n meeting of the Company; and<\/p>\n
(c) for the avoidance of doubt, there shall be at all times one non-executive
\n director on the board of the directors of the Company who is nominated by
\n the Subscriber or (if the New Shares are allotted to the Subscriber
\n Subsidiary) the Subscriber Subsidiary as described above,<\/p>\n
provided that the Subscriber, the Subscriber Subsidiary and the Company shall
\nadjust the Threshold Number to reflect any consolidation or subdivision or other
\nrestructuring of the capital of the Company involving any alteration to the par
\nvalue of the Shares and the resultant number shall be rounded down to ignore any
\nfractions of a share.<\/p>\n
5.2 The Company hereby represents and warrants to each of the Subscriber and
\nthe Subscriber Subsidiary that:<\/p>\n
(a) it has full power, authority and capacity, and has taken all actions
\n required, including but not limited to, the obtaining of all necessary
\n governmental or regulatory approvals in any applicable jurisdiction and
\n consents from third parties, in order to enter into and perform its
\n obligations under this Agreement and the transactions contemplated herein
\n (including the creation, allotment and issue of the New Shares);<\/p>\n
(b) the directors of the Company have full power and authority to effect the
\n allotment of the New Shares in accordance with the terms of this Agreement
\n and under the memorandum and articles of association of the Company;<\/p>\n
(c) the entry into by the Company of, or the performance by the Company of its
\n obligations under, this Agreement and the transactions contemplated herein
\n (including the creation of the New Shares and their allotment and issue
\n pursuant to this Agreement) does not and will not cause any violation or
\n breach of (i) any articles of association or other constitutional documents
\n of the Company and\/or any of its Affiliates; or (ii) any law, rule or
\n regulation of any applicable jurisdiction or stock exchange (including the
\n Companies Ordinance and the rules and regulations of the Stock Exchange);<\/p>\n
8<\/p>\n
(d) the entry into by the Company of, or the performance by the Company of its
\n obligations under, this Agreement and the transactions contemplated herein
\n (including the creation of the New Shares and their allotment and issue
\n pursuant to this Agreement) does not and will not cause any violation or
\n breach of any agreement to which the Company and\/or any of its Affiliates
\n is a party or by which the Company is or any of them is bound and will not
\n infringe or exceed any limits on, powers of, or restrictions on or the
\n terms of any contract, obligation or commitment whatsoever of, the Company
\n and\/or any of its Affiliates and\/or their respective board of directors;
\n and<\/p>\n
(e) the authorised and issued capital of the Company conform in all respects to
\n the description thereof contained in recital (B) of this Agreement and,
\n save as disclosed in the last annual accounts of the Company as at
\n 31 December 2001, there are no securities issued by the Company convertible
\n into or exchangeable for, or rights, warrants or options to subscribe for
\n or acquire from the Company, or obligations of the Company to issue or
\n grant, any Shares or other securities of the Company and there is no
\n agreement or commitment outstanding which calls for the allotment or issue,
\n or accords to any person the right to call for the allotment or issue, of
\n any Shares or other securities of the Company.<\/p>\n
5.3 Each of the representations and warranties of the Company set out in clause
\n5.2 shall be construed as separate, and shall be deemed to be repeated as of the
\ndate of Completion.<\/p>\n
5.4 The Company hereby acknowledges that each of the Subscriber and the
\nSubscriber Subsidiary has entered into this Agreement in reliance on the Company
\nAnnouncement, the Company Circular and the undertakings, representations and
\nwarranties contained in the provisions of this clause 5.<\/p>\n
5.5 For the purpose of section 10(5) of the Securities (Insider Dealing)
\nOrdinance (Cap. 395 of the Laws of Hong Kong) (the INSIDER DEALING ORDINANCE),
\nthe Company acknowledges that at the time of execution of this Agreement, it
\nknows or ought reasonably to have known that the information about itself
\nprovided by it to the Subscriber and\/or the Subscriber Subsidiary for the
\npurposes of or in connection with this Agreement comprises or includes relevant
\ninformation about itself as defined in section 8 of the Insider Dealing
\nOrdinance.<\/p>\n
5.6 For the purpose of section 10(6) of the Insider Dealing Ordinance, the
\nCompany acknowledges that it knows or ought reasonably to have known that the
\nSubscriber is a person connected with it within the meaning of section 4(2) of
\nthe Insider Dealing Ordinance.<\/p>\n
6. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER AND THE SUBSCRIBER
\n SUBSIDIARY<\/p>\n
6.1 The Subscriber and the Subscriber Subsidiary hereby agree and acknowledge
\nwith, and represent and warrant to, the Company that:<\/p>\n
9<\/p>\n
(a) the Subscriber or the Subscriber Subsidiary (as the case may be) has full
\n power, authority and capacity, and has taken all actions required,
\n including but not limited to, the obtaining of all necessary governmental
\n or regulatory approvals in any applicable jurisdiction and consents from
\n third parties, in order to enter into and perform its obligations under
\n this Agreement and the transactions contemplated herein;<\/p>\n
(b) the entry into by the Subscriber or the Subscriber Subsidiary of, or the
\n performance by the Subscriber or the Subscriber Subsidiary (as the case may
\n be) of the terms of, this Agreement and the transactions contemplated
\n herein does not and will not cause any violation or breach of (i) any
\n articles of association or other constitutional documents of the Subscriber
\n or the Subscriber Subsidiary, or (ii) any law, rule or regulation of any
\n applicable jurisdiction or stock exchange; <\/p>\n
(c) the entry into by the Subscriber or the Subscriber Subsidiary of, or the
\n performance by the Subscriber or the Subscriber Subsidiary (as the case may
\n be) of the terms of, this Agreement and the transactions contemplated
\n herein does not and will not cause any violation or breach of any agreement
\n to which the Subscriber or the Subscriber Subsidiary is a party or by which
\n either of them is bound and will not infringe or exceed any limits on,
\n powers of, or restrictions on or the terms of any contract, obligation or
\n commitment whatsoever of, the Subscriber or the Subscriber Subsidiary
\n and\/or their respective board of directors;<\/p>\n
(d) the New Shares have not been registered under the United States Securities
\n Act of 1933, as amended (the SECURITIES ACT) and may not be offered or sold
\n in the United States except pursuant to an exemption from, or in a
\n transaction not subject to, the registration requirements of the Securities
\n Act;<\/p>\n
(e) the Subscriber or the Subscriber Subsidiary (as the case may be) is not a
\n U.S. Person (as defined in Rule 902 of Regulation S under the Securities
\n Act) and is acquiring the New Shares in an offshore transaction in reliance
\n on Regulation S under the Securities Act;<\/p>\n
(f) the Subscriber or the Subscriber Subsidiary (as the case may be) will not,
\n at any time during the period of 40 days after the date of purchase by the
\n Subscriber or the Subscriber Subsidiary (as the case may be), offer or sell
\n any of the New Shares to or for the benefit or account of a U.S. Person (as
\n defined in Rule 902 of Regulation S under the Securities Act);<\/p>\n
(g) each of the Subscriber or the Subscriber Subsidiary will not deposit the
\n New Shares, or cause the New Shares to be deposited, into any unrestricted
\n depositary receipt facility established or maintained by a depositary bank
\n during the period of 40 days after the date of purchase by the Subscriber
\n or the Subscriber Subsidiary (as the case may be);<\/p>\n
10<\/p>\n
(h) the Subscriber or the Subscriber Subsidiary (as the case may be) is
\n purchasing the New Shares for investment purposes and not with a view to
\n the distribution of the New Shares;<\/p>\n
(i) the Subscriber or the Subscriber Subsidiary (as the case may be) is aware
\n of and will comply with the securities laws of the United States, Hong Kong
\n and other jurisdictions that prohibit, INTER ALIA, any investor who has
\n received from the Company or any of the directors, officers, employees,
\n representatives, agents or advisers of the Company material, non-public
\n information relating to the Company and the Acquisition (including, without
\n limitation, any assets or liabilities subject to the Acquisition) from
\n creating, transferring or otherwise howsoever disposing of or relinquishing
\n any interest (including by the creation of an option) in any New Shares and
\n any shares or other securities of the Company deriving from the New Shares
\n (pursuant to any rights issue, capitalisation issue or other form of
\n capital reorganisation);<\/p>\n
(j) the New Shares will be acquired by the Subscriber or the Subscriber
\n Subsidiary (as the case may be) on the basis that:<\/p>\n
(i) each of the Subscriber and the Subscriber Subsidiary has relied as
\n at the date of this Agreement, and will rely after the date of this
\n Agreement, on the information contained or to be contained in the
\n Company Announcement and the Company Circular;<\/p>\n
(ii) in respect of any information or material concerning the Company and
\n the Acquisition (including, without limitation, any assets or
\n liabilities subject to the Acquisition), whether prepared by the
\n Company or its representatives or advisers or otherwise, which has
\n been furnished by or on behalf of the Company on or before the date
\n of this Agreement to, and has been and will be relied on by, the
\n Subscriber and its Affiliates, and which is not and will not be
\n contained in the Company Announcement or the Company Circular, the
\n Company and its representatives and advisers have made reasonable
\n endeavours to ensure and believe in good faith that such information
\n or material is materially accurate but does not otherwise warrant
\n the accuracy or completeness of such information or material;<\/p>\n
(iii) subject to the extent provided in sub-paragraphs (i) and (ii) above
\n and save for the legal opinion referred to in clause 3.1(c), each of
\n the Subscriber and the Subscriber Subsidiary has conducted its own
\n due diligence investigation, and relied on its own knowledge and
\n information, with respect to the Company and the Acquisition
\n (including, without limitation, any assets or liabilities subject to
\n the Acquisition) in making its investment decision regarding the New
\n Shares and has not relied, and will not be entitled to rely, on any
\n legal opinion or other advice given by legal counsel to the Company
\n or the Company’s representatives or advisers, and has taken its own<\/p>\n
11<\/p>\n
independent advice to the extent it has considered necessary and
\n appropriate; and<\/p>\n
(k) the Subscriber Subsidiary is, and will until Completion remain as, a wholly
\n owned subsidiary of the Subscriber.<\/p>\n
7. FURTHER ASSURANCES<\/p>\n
7.1 The Company agrees to perform (or procure the performance of) all further
\nacts and things, and execute and deliver (or procure the execution and delivery
\nof) such further documents, as may be required by law or as the Subscriber or
\nthe Subscriber Subsidiary may reasonably require, whether on or after
\nCompletion, to implement and\/or give effect to this Agreement and the
\ntransactions contemplated by it and for the purpose of vesting in the Subscriber
\nand the Subscriber Subsidiary the full benefit of the assets, rights and
\nbenefits to be conferred on the Subscriber and the Subscriber Subsidiary under
\nthis Agreement in accordance with the terms herein.<\/p>\n
8. VARIATION<\/p>\n
8.1 No variation of this Agreement shall be valid unless it is in writing and
\nsigned by or on behalf of each of the parties to it. The expression “variation”
\nshall include any variation, supplement, deletion or replacement however
\neffected.<\/p>\n
8.2 Unless expressly agreed, no variation shall constitute a general waiver of
\nany provisions of this Agreement, nor shall it affect any rights, obligations or
\nliabilities under or pursuant to this Agreement which have already accrued up to
\nthe date of variation, and the rights and obligations of the parties under or
\npursuant to this Agreement shall remain in full force and effect, except and
\nonly to the extent that they are so varied.<\/p>\n
9. ASSIGNMENT<\/p>\n
9.1 No party to this Agreement shall nor shall it purport to assign, transfer,
\ncharge or otherwise deal with all or any of its rights under this Agreement nor
\ngrant, declare, create or dispose of any right or interest in it without the
\nprior written consent of the other parties to the Agreement.<\/p>\n
9.2 Any purported assignment in contravention of this clause 9 shall be void.<\/p>\n
9.3 For the avoidance of doubt, this clause 9 shall not apply to:<\/p>\n
(a) the election by the Subscriber for the New Shares to be subscribed by the
\n Subscriber Subsidiary and the allotment and issue of the New Shares to the
\n Subscriber Subsidiary; and<\/p>\n
(b) any transfer of the New Shares by the Subscriber or the Subscriber
\n Subsidiary, as the case may be, to any direct or indirect wholly owned
\n subsidiary of the Subscriber.<\/p>\n
12<\/p>\n
10. SEVERABILITY<\/p>\n
10.1 If any provision of this Agreement is held to be invalid or unenforceable,
\nthen such provision shall (so far as it is invalid or unenforceable) be given no
\neffect and shall be deemed not to be included in this Agreement but without
\ninvalidating any of the remaining provisions of this Agreement.<\/p>\n
11. ANNOUNCEMENTS<\/p>\n
11.1 Save for the Company Announcement, the Subscriber Announcement and the
\nannouncements referred to in clauses 4.3(e) and (f) or as otherwise required by
\nlaw or by the Stock Exchange or any other regulatory authority or stock exchange
\nwhich has jurisdiction over any of the parties to this Agreement, no
\nannouncement or circular relating to this Agreement and the transactions
\ncontemplated herein shall be made by or on behalf of any party to this Agreement
\nwithout the prior approval in writing of the other parties, provided, however,
\nthat the relevant parts of the Subscriber Announcement relating to this
\nAgreement and the transactions contemplated herein shall be provided to the
\nCompany for its approval in advance prior to the release of the Subscriber
\nAnnouncement.<\/p>\n
12. TIME OF THE ESSENCE<\/p>\n
12.1 Any time, date or period mentioned in this Agreement may be extended by
\nmutual written agreement among the parties but, as regards any time, date or
\nperiod originally fixed or any date or period so extended as aforesaid, time
\nshall be of the essence.<\/p>\n
13. COSTS AND EXPENSES<\/p>\n
13.1 Each party to this Agreement shall bear its own costs and expenses incurred
\nin relation to the negotiation, preparation and implementation of this
\nAgreement.<\/p>\n
14. NOTICES<\/p>\n
14.1 All notices delivered hereunder shall be in writing and in the English
\nlanguage and shall be communicated to the following addresses:<\/p>\n
If to the Subscriber:<\/p>\n
\n
\n To: Vodafone Group Plc Copy to: Vodafone China Limited
\n The Courtyard, Unit 4913, 49\/F
\n 2-4 London Road, The Center
\n Newbury, Berkshire 99 Queen’s Road Central
\n RG14 1JX England Hong Kong<\/p>\n Facsimile: (44) 1635 580857 Facsimile: (852) 2619 3211
\n Attention: Stephen Scott Attention: Jonathan Kriegel
\n General Counsel and Managing Director
\n Company Secretary
\n<\/c><\/s><\/table>\n
13<\/p>\n
If to the Subscriber Subsidiary:<\/p>\n
\n
\n To: Vodafone Holdings (Jersey) Copy to: Vodafone China Limited
\n Limited Unit 4913, 49\/F
\n P.O. Box 404 The Center
\n Whiteley Chambers 99 Queen’s Road Central
\n Don Street, St Helier Hong Kong
\n JE4 9WG, Jersey
\n Facsimile: (852) 2619 3211
\n Facsimile: (44) 1534 504444 Attention: Jonathan Kriegel
\n Managing Director
\n Attention: Company Secretary
\n<\/c><\/s><\/table>\n If to the Company, to:<\/p>\n
China Mobile (Hong Kong) Limited
\n 60th Floor, The Center
\n 99 Queen’s Road Central
\n Hong Kong<\/p>\n
Facsimile: (852) 3121 8912 and (852) 2511 9092
\n Attention: General Counsel (Mr David Kreider)<\/p>\n
14.2 Any such notice shall be served either by hand or by sending it by courier
\nor by facsimile. Any notice shall be deemed to have been served, if served by
\nhand or by courier, when delivered, and if sent by facsimile, at the time of
\ntransmission. Any notice received on a Sunday or public holiday shall be deemed
\nto be received on the next Business Day.<\/p>\n
15. COUNTERPARTS<\/p>\n
15.1 This Agreement may be executed in any number of counterparts and by the
\nparties to it on separate counterparts, each of which is an original but all of
\nwhich together constitute one and the same instrument.<\/p>\n
16. GOVERNING LAW<\/p>\n
16.1 This Agreement shall be governed by and construed in accordance with the
\nlaws of Hong Kong for the time being in force.<\/p>\n
17. JURISDICTION<\/p>\n
17.1 Each of the Company, the Subscriber and the Subscriber Subsidiary
\nirrevocably agrees that the courts of England and the courts of Hong Kong
\n(together, THE AGREED COURTS) are each to have jurisdiction to settle any
\ndispute (including claims for set-off and counterclaims and all applications for
\npreliminary or interim relief, orders or equitable remedies) which may arise out
\nof or in connection with this <\/p>\n
14<\/p>\n
Agreement including any dispute as to its validity, effect, interpretation,
\ntermination or performance (A DISPUTE) and for such purposes irrevocably submits
\nto the jurisdiction of such courts.<\/p>\n
17.2 Each of the parties to this Agreement irrevocably waives any objections to
\nthe jurisdiction of the Agreed Courts.<\/p>\n
17.3 Each of the parties to this Agreement agrees that a judgment or order of
\nany Agreed Court in connection with a Dispute is conclusive and binding on it
\nand may be entered or enforced against it or registered in the courts of any
\nother jurisdiction.<\/p>\n
17.4 Each of the parties to this Agreement agrees that it will not commence
\nproceedings to resolve any Dispute in any court other than an Agreed Court
\n(save, for the avoidance of doubt, any proceedings to enter, enforce or register
\na judgment or order of an Agreed Court). For the avoidance of doubt, no
\nproceedings involving and\/or relating to the same Dispute may be brought before
\nboth Agreed Courts.<\/p>\n
15<\/p>\n
IN WITNESS WHEREOF this Agreement has been entered into the day and year first
\nbefore written.<\/p>\n
\n
\nSIGNED by )
\nfor and on behalf of ) \/s\/ Mr. Jonathan Kriegel
\nVODAFONE GROUP PLC )
\nin the presence of: )<\/p>\n \/s\/ Teresa Ko
\n Solicitor
\n Hong Kong SAR<\/p>\n
SIGNED by Thomas Ayton )
\nfor and on behalf of ) \/s\/ Mr. Thomas Ayton
\nVODAFONE HOLDINGS (JERSEY) )
\nLIMITED )
\nin the presence of: )<\/p>\n
\/s\/ Emily Bone<\/p>\n
SIGNED by Li Zhenqun )
\nfor and on behalf of ) \/s\/ Mr. Li Zhenqun
\nCHINA MOBILE (HONG KONG) )
\nLIMITED )
\nin the presence of: )<\/p>\n
\/s\/ Celia Lam
\n Linklaters
\n Solicitor,
\n Hong Kong SAR
\n<\/c><\/c><\/s><\/table>\n
16<\/p>\n
SCHEDULE 1<\/p>\n
FORM OF COMPANY ANNOUNCEMENT<\/p>\n
17<\/p>\n
SCHEDULE 2<\/p>\n
FORM OF COMPLETION CERTIFICATE<\/p>\n
1. This is the completion certificate referred to in clause 4.3(d) of the
\nSubscription Agreement of 16 May 2002 entered into between us (the SUBSCRIPTION
\nAGREEMENT). Terms used herein shall have the same meanings as in the
\nSubscription Agreement.<\/p>\n
2. We confirm for the purposes of the Subscription Agreement and the matters
\ncontemplated therein that the Threshold Number is [-] representing the
\nfollowing:<\/p>\n
(a) 406,234,375 Shares beneficially owned by Vodafone Holdings (Jersey) Limited
\n and registered in the name of HKSCC Nominees Limited; and<\/p>\n
(b) [-] Shares (being the number of the New Shares) allotted to [-] as the
\n beneficial owner, and issued to and registered in the name of HKSCC
\n Nominees Limited, upon Completion of the Subscription Agreement.<\/p>\n
Dated this [-] day of [-] 2002.<\/p>\n
\n
\n—————————– —————————–
\nChina Mobile (Hong Kong) Limited Vodafone Group Plc
\nName: Name:
\nDesignation: Designation:<\/p>\n —————————–
\n Vodafone Holdings (Jersey) Limited
\n Name:
\n Designation:
\n<\/c><\/s><\/table>\n
18<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9273],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9627],"class_list":["post-43741","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-vodafone-group-plc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43741","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43741"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43741"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43741"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43741"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}