October 23, 1997
Xxxxxxx 00, 0000
Xxxxx Telecom (Hong Kong) Limited
16/F Dah Sing Financial Center
000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx, Xxxxx
Re:
Deposit Agreement dated as of October 23, 1997 (the "Deposit Agreement") by and among China Telecom (Hong Kong) Limited, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts
Dear Sirs:
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement.
We hereby confirm that we shall not deliver Shares prior to the receipt and cancellation by us of American Depositary Receipts for Shares.
We hereby confirm that, without the prior consent of the Company, (i) we will not, on the record date for any dividend or other distribution with respect to Shares,
(a)
issue American Depositary Receipts prior to the receipt by us, the Custodian or our nominees of corresponding Shares (a "Pre-Release") or
(b)
permit any Pre-Release to remain outstanding at any time on such date
except pursuant to agreements containing covenants, representations or warranties substantively to the effect of Sections 3(a), 4, 7(a) and 14 of the ADR Pre-Release Agreement attached hereto (or, in lieu of Section 14, covenants that authorize those provisions of the ADR Pre-Release Agreement which are substantively to the effect of Section 4 to inure to the benefit of the Issuer to the extent of any damages suffered by the Issuer as a result of a breach thereof by the counterparty to ADR Pre-Release Agreement) and (ii) we will undertake a Pre-Release only pursuant to written agreements that meet the requirements of Section 1058(b) of the United States Internal Revenue Code of 1986, as amended.
Very truly yours,
The Bank of New York,
As Depositary
By:
Xxxxxx X. XxXxxxxxxx
Vice President
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