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Exhibit 2.2
CHINA MOBILE (HONG KONG) GROUP LIMITED
LOCK-UP AGREEMENT
October 31, 2000
CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED
XXXXXXX XXXXX (ASIA) L.L.C.
XXXXXXX XXXXX FAR EAST LIMITED
As the global coordinators in the Global Share Offering and
CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED
XXXXXXX SACHS (ASIA) L.L.C.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
As the several underwriters in the Global Note Offering
x/x Xxxxx Xxxxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx
(Xxxx Xxxx) Limited
R4302, 00/X, Xxxxxxx Xxxxx
00 Xxxxxxx Xxxx, Xxxxxxx
Xxxx Xxxx;
Xxxxxxx Sachs (Asia) L.L.C.
68/F, Xxxxxx Kong Center
0 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx; and
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
Xxxxx Xxxxx,
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
We understand that you propose to underwrite a global offering (the "Global
Share Offering") of American Depositary Shares ("ADSs") representing Ordinary
Shares, par value HK$0.10 per share ("Shares") of China Mobile (Hong Kong)
Limited, a company incorporated with limited liability under the law of the Hong
Kong Special Administrative Region of the People's Republic of China (the
"Company"), and a global offering (the "Global Note Offering") of 2.25%
convertible notes due 2005 ("Notes") of the Company. In consideration therefor,
and in recognition of the benefits that will accrue to the undersigned as a
result thereof, the undersigned hereby
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irrevocably agrees that, without the prior written consent of China
International Capital Corporation Limited, Xxxxxxx Xxxxx (Asia) L.L.C. and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the joint global
coordinators and bookrunners in the Global Share Offering and as the several
underwriters in the Global Note Offering, the undersigned will not, during the
period beginning from the date hereof and continuing to and including 180 days
after the date of the U.S. Prospectus (the "Lock-up Period"):
(i) offer, sell, contract to sell, hedge, or otherwise dispose of
(A) any shares of China Mobile Hong Kong (BVI) Limited, a corporation
organized under the laws of the British Virgin Islands and the majority
shareholder of the Company ("BVICo"), or any securities which are
convertible into or exchangeable or exercisable for, or represent the right
to receive, shares of BVICo or (B) any of its own shares or similar
securities; or
(ii) publicly announce an intention to take any of the actions set
forth in (i) above.
The undersigned further agrees to cause its direct and indirect
subsidiaries to not offer, sell, contract to sell, hedge or otherwise dispose
of, during the Lock-up Period, any Notes, any shares of Stock or ADSs or any
securities of the Company which are substantially similar to the Notes or shares
of Stock or ADSs or which are convertible into or exchangeable or exercisable
for, or represent the right to receive, any Notes, shares of Stock or ADSs or
securities of the Company which are substantially similar to the Notes or shares
of Stock or ADSs.
BVICo and its share registrar are hereby authorized to enforce this
agreement by refusing to permit transfers which may violate this agreement.
This agreement will not apply to (i) any issuance of shares of Stock upon
conversion of any Notes or under any employee share option plans of the
undersigned or the Company in existence on the date hereof or (ii) any stock
borrowing undertaken pursuant to the Overseas Securities Lender's Agreement
between China Mobile Hong Kong (BVI) Limited and Xxxxxxx Sachs International,
dated October 28, 1999 as supplemented by the Hong Kong Stock Addendum.
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Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Underwriting Agreement (U.S./International Version),
dated October 31, 2000, among the Company and the Representatives of the several
Underwriters named in Schedule I thereto.
Very truly yours,
CHINA MOBILE (HONG KONG) GROUP LIMITED
By: /s/ Wang Xiaochu
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Name: Wang Xiaochu
Title: Chairman of the Board
and President
