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EXHIBIT 10.12
AGREEMENT ON COMMUNICATIONS PROJECTS
DESIGN AND CONSTRUCTION
This Agreement is executed by and between the following two parties on
September 18, 2000 in Beijing:
PARTY A: BEIJING MOBILE COMMUNICATION COMPANY LIMITED
Legal representative: Dong Huiyi
Legal Address: 00 Xxxx Xxxxx Xxx, Xxxx Xxxxx Xxxxxxxx, Xxxxxxx
PARTY B: BEIJING HUARUI WIRELESS COMMUNICATIONS EQUIPMENT INSTALLATION COMPANY
Legal representative: Guo Baocheng
Legal Address: Back Building, Long-distance Telephone Building, Xi Cheng
District, Beijing
WHEREAS:
1. In order to develop its mobile communications business and engage in
normal production and operating activities, Party A needs Party B to
provide services for the design, construction, overhaul and interior
decoration of its mobile communications projects.
2. The Parties hereto agree that Party B shall, in accordance with the
terms and conditions of this Agreement, provide Party A with services
for the design, construction, overhaul and interior decoration of Party
A's mobile communication projects.
THEREFORE, Party A and Party B have reached, through friendly
consultations, the following agreement in the principle of mutual benefit and
reciprocity:
ARTICLE ONE SCOPE OF SERVICES
1. Within the effective term of this Agreement, Party B agrees to provide
Party A, in accordance with the terms and conditions of this Agreement,
with the following services and exert its utmost efforts to ensure that
the services provided by it are of a high quality:
1.1 Design and construction of various mobile communication
projects, including newly constructed projects and projects
under overhaul, as required by Party A;
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1.2 Overhaul and interior decoration of Party A's mobile
communications projects.
2. Party A agrees to receive the services provided by Party B in
accordance with the terms and conditions of this Agreement.
ARTICLE TWO ITEM AND QUANTITY OF SERVICES
2.1 The specific items and quantities of the services to be provided
hereunder shall be agreed upon by the Parties to this Agreement, and
the terms of such services (including engineering fee and service fee)
shall be in accordance with this Agreement.
ARTICLE THREE ENGINEERING FEE
3.1 Party A shall pay Party B the Engineering Fee for services provided by
Party B under Article 2 above for the design, construction, overhaul
and interior decoration of Party A's communications projects. .
3.2 The Engineering Fee shall be charged in accordance with the document of
"You Bu [1995] No. 626".
The Design Fee shall be charged in accordance with the documents of
"[1992] Jia Fei Zi No. 375" issued by the State Price Bureau and the
Ministry of Construction and "You Bu [1992] No. 403".
3.3 Standards of service fees (construction fees): Within 10 days from the
date on which the Parties reach an agreement on each specific service
item and have executed an appendix/appendices related thereto, Party A
shall disburse to Party B 20% of the total costs of the project as
advancements for materials purchase and engineering costs. During the
process of the project, Party A will review the project status report
prepared by Party B. Party A will disburse to Party B 70% of the total
amounts of the contractual construction fees upon the completion of all
work. The balance of the total costs of the project shall be paid upon
final accounting following the inspection and acceptance of the project
upon its completion.
3.4 Party B shall submit, within 10 days of inspection and acceptance of
each item of service upon its completion, the completion settlement
document of such item of service to Party A for auditing. The final
amounts due shall be based on the results of such audit.
3.5 The increase or decrease of the project costs as the result of any
change(s) in design shall be settled on the basis of the actual costs
after such change(s). Any and all changes in design and increase in
project costs are subject to Party A's prior written consent thereto.
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3.6 Construction fees and services fees shall be charged in accordance with
the applicable national or municipal regulations. In the event of any
future adjustment to such regulations, the Parties shall observe the
standards as adjusted. Party A and Party B hereby confirm that the
standards of the construction and services fees determined under
Articles 3.2 and 3.3 above are in compliance with the applicable
national and municipal regulations.
3.7 The various services to be provide by Party B to Party A under Article
Two above will start from September 18, 2000.
ARTICLE FOUR QUALITY CONTROL
4.1 Before Party B starts any services, the Parties shall conduct joint
research and discussions on the project to be constructed. Prior to the
commencement of the project, Party B shall organize relevant personnel
to study and familiarize themselves with the drawings in connection
with the project, and formulate a construction plan satisfactory to
Party A. Party B shall also make all necessary preparations for the
construction and keep records of such preparations.
4.2 Party A shall provide Party B with relevant information on the design,
construction, overhaul and interior decoration of its communications
projects as well as necessary assistance.
4.3 Party B shall complete, in accordance with relevant construction
procedures, the design, construction, overhaul and interior decoration
of Party A's communications projects within the period agreed upon by
the Parties, ensure that the quality of the projects is in compliance
with relevant standards and regulations. Party B shall also maintain
the normal operation of the communication equipment, satisfy Party A's
reasonable requirements and provide Party A with the progress status of
relevant projects on a timely basis.
4.4 In the event that the quality of the services provided by Party B
hereunder fails to meet the applicable regulations and standards, or
Party A's any communications equipment fails to operate normally after
Party B's overhaul, Party A will deduct the service fees payable to
Party B.
4.5 Party A has the right to conduct, on a regular or irregular basis,
inspections on the process of the design, construction, overhaul and
interior decoration conducted by Party B.
ARTICLE FIVE INSPECTION AND ACCEPTANCE UPON COMPLETION; MAINTENANCE
5.1 Ten days prior to the completion of a construction and installation
project, Party B shall notify Party A in writing the date of inspection
and acceptance. If Party A can not make the inspection as scheduled,
Party A shall notify Party B in advance and consult with Party B for
another date of inspection and acceptance.
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5.2 A construction and installation project accepted by Party A following
inspection shall be transferred to Party A in its entirety within 30
days from the date of such inspection and acceptance. If a project
already accepted by Party A incurs any losses as the result of Party
A's failure to take delivery of such project on schedule, Party A shall
bear any and all such losses.
5.3 If any part of a project is deemed to be unqualified and needs redoing
or repairing during the inspection of such project upon its completion,
the Parties shall, at the time of such inspection, negotiate with each
other and agree upon remedial measures and time limit for such remedial
measures. Party B shall implement such remedial measures within the
specified time limit. The delivery of such project after redoing or
repairing shall not take place until it has passed inspection and
acceptance procedures upon completion. Expenses and losses incurred
therefrom shall be borne by Party B.
5.4 Party B shall provide a quality warranty in respect of the project for
one year from the date on which such project is inspected and accepted
upon completion. During such warranty period, Party B shall be
responsible for repairs, at its sole expense, in connection with any
accident caused by substandard quality of the project; provided,
however, that Party B shall not be held liable for any losses caused by
any inherent quality defect in Party A's equipment.
ARTICLE SIX ASSIGNMENT OF RIGHTS AND OBLIGATIONS
6.1 Neither Party may assign any or all of its rights and obligations
hereunder without the other Party's prior written consent thereto.
ARTICLE SEVEN CONFIDENTIALITY
7.1 The Parties hereto shall keep strictly confidential the other Party's
business data and information. Neither Party may, without the other
Party's written consent, provide or disclose to any other organizations
or persons any data or information with regard to the operations of
such other Party, unless such disclosure is required by the applicable
laws.
ARTICLE EIGHT LIABILITIES FOR BREACH OF CONTRACT
8.1 Any failure of either Party to perform any of the terms hereunder shall
be deemed as breach of contract. The breaching Party shall correct the
breach within twenty days from the date of receipt from the
non-breaching Party a written notice specifying such breach. If the
breaching Party fails to correct such breach within such twenty-day
period, the non-breaching Party may select to terminate the Agreement
upon written notice to the other Party, in which case the breaching
Party shall compensate the non-breaching Party for
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all economic losses sustained by the non-breaching Party as the result
of such breach.
8.2 Party B shall repair or redo, free of charge, any project that fails to
meet any contractual requirements. In the event of any delay in
delivery as the result of such repair or redo, Party B shall pay an
overdue penalty for such delay.
8.3 If Party B fails to complete a project on the date specified in the
contract, it shall pay Party A a penalty of 0.1% of the total costs
of the project contracted to it per day.
ARTICLE NINE FORCE MAJEURE
9.1 Any event or circumstance beyond the reasonable control of a Party and
unavoidable by the affected Party by exercise of due care shall be
deemed as an "event of Force Majeure" and shall include, but not
limited to, earthquake, fire, explosion, storm, flood, lightning or
war.
9.2 Neither Party shall bear any liability for breach of contract if it
fails to perform all or any of its obligations hereunder as a result of
an event of Force Majeure. However, the Party or Parties affected by an
event of Force Majeure shall, within fifteen days of the occurrence of
such event, notify the other Party of the details of such event of
Force Majeure along with the relevant proof.
9.3 A Party/the Parties shall resume the performance of its/their
obligations hereunder after the effects of such event of Force Majeure
have been eliminated.
ARTICLE TEN GOVERNING LAW AND DISPUTE RESOLUTION
10.1 Any dispute arising from or in connection with the validity,
interpretation or performance of this Agreement shall be resolved by
the Parties through consultations. If no resolution can be reached
through consultations, either Party may submit such dispute to the
Beijing Arbitration Commission for arbitration in accordance with its
then effective arbitration rules. Once Beijing Mobile Communication
Company Limited is transformed into a wholly foreign-owned enterprise,
the dispute resolution institution shall be automatically changed to
China International Economic and Trade Arbitration Commission and any
dispute shall be resolved in accordance with its then effective
arbitration rules in Beijing. The award of such arbitration shall be
final and binding upon the Parties.
10.2 Except for matters under arbitration, the remaining part of the
Agreement shall be in effect during the time of arbitration.
ARTICLE ELEVEN NOTICES
11.1 Any notice or other document to be given under this Agreement shall be
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delivered in writing and may be delivered in person, sent by registered
mail or transmitted by facsimile to both Parties at their legal
addresses stated in this Agreement or any other addresses a Party may
have notified the other Party in accordance with this Article.
11.2 Any notice or document shall be deemed to have been received at the
time as follows:
if delivered in person, at the time of delivery;
if delivered by registered mail, five (5) business days after being
posted (excluding Saturdays, Sundays and public holidays); and
if transmitted by facsimile, upon receipt, or if the time of
transmission is during non-business hours, it shall be deemed to have
been given at the beginning of the normal business hours of the
succeeding day (excluding Saturdays, Sundays and public holidays),
subject to proof by the sender or confirmation from the facsimile
machine used for such transmission that a satisfactory transmission has
been completed.
ARTICLE TWELVE EFFECTIVENESS AND TERM OF AGREEMENT
12.1 The effective term of this Agreement shall commence on the date on
which it is affixed with the official seals of and executed by the
Parties and expire on September 18, 2001. Unless a Party notifies the
other Party in writing of its intention to terminate this Agreement
three months prior to the expiration date hereof, this Agreement shall
automatically be extended for one year upon the expiration of its term.
The times of such extension shall be unlimited.
12.2 Party B hereby acknowledges that Party A may be transformed into a
wholly foreign-owned enterprise during the term of the Agreement
without consent or acknowledgement by Party B either prior to or after
the event, and that Party A's entire rights and obligations under the
Agreement shall not be affected or changed on the ground that the
nature of the company has changed into a wholly foreign-owned
enterprise. Party B will acknowledge the legal status of such wholly
foreign-owned enterprise in performing this Agreement.
12.3 In the event that the following conditions are not met, Beijing Mobile
Communication Company Limited shall be entitled to terminate this
Agreement at any time. After the termination of this Agreement, the
Parties shall cease to enjoy any rights or assume any obligations under
this Agreement or in connection with its termination, except the rights
and obligations that have incurred under this Agreement prior to such
termination.
(1) China Mobile (Hong Kong) Limited ("CMHK") shall have been
granted relevant waivers by the Stock Exchange of Hong Kong
Limited ("HKSE") for CMHK's connected transactions in
accordance with the listing rules of HKSE; and
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(2) The independent shareholders of CMHK who are deemed to be
independent in accordance with the listing rules of HKSE shall
have approved relevant transactions.
ARTICLE THIRTEEN MISCELLANEOUS
13.1 During the performance of this Agreement, any provision that may become
invalid or unenforceable will not affect the validity of any other
provisions hereof.
13.2 Any matter not covered herein may be supplemented, explained, and
interpreted in a supplementary agreement or appendix to be entered into
by the Parties. All supplementary agreements and appendices hereto
shall constitute an integral part of, and have the same force and
effect as, this Agreement.
13.3 The specific details and quantities of each item of service hereunder
and the Parties' rights and obligations under such item of service
shall be determined by the Parties hereto by mutual agreement in
accordance with the basic principles and terms specified herein, and
shall be performed, as an appendix hereto, by the Parties upon the
execution of such agreement.
13.4 The Parties hereby acknowledge that Party A will replace "Beijing
Mobile Communication Company" as a party to (i) the "Agreement on
Mobile Communications (GSM) Phase VI (Stage 1) Base Station
Construction", (ii) the "Agreement on Site Selection for Mobile
Communications (GSM) Phase VI (Stage 2) Base Stations", (iii) the
"Supplemental Agreement to Agreement on Selection of Mobile
Communications (GSM) Phase VI (Stage 2) Base Station Locations", (iv)
the " Letter of Engagement for Design and Construction of Two Newly
Added Rotary Antennas in Transceiver Station No. 3 of Beijing Mobile
Communication Company", (v) the "Agreement on Engagement for
Construction of Ericsson Transmission Access Equipment", (vi) the
"Agreement on Engagement for Contracting Indoor Micro-cellular Mobile
Communications Optical Fiber Distribution System", and (vii) the "
Letter of Engagement for Installation of Micro-cellular Mobile
Communications Base Stations in Beijing Public Mobile Telephone
Networks (GSM) Phase V Project", entered into by "Beijing Mobile
Communication Company" and Party B hereto (collectively, "Original
Agreements"), and will assume all relevant rights and obligations of
"Beijing Mobile Communication Company" thereunder. Upon the execution
of this Agreement, other business relationships between the Parties
hereto shall be implemented in accordance with the economic terms of
the Original Agreements and under this Agreements. If the relevant
terms hereunder are in conflict with any terms under the Original
Agreements, the business relationships between the Parties hereto shall
be implemented in accordance with such terms under such Original
Agreements. Such Original Agreements shall be deemed to constitute
appendices to this Agreement.
13.5 This Agreement is written in Chinese and signed in four counterparts.
Each
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Party will keep two copies, and all copies shall be signed by the legal
representative or authorized representative of each Party or affixed
with its official seal.
ARTICLE 14 APPENDIX
The following agreements between "Beijing Mobile Communication Company"
and Party B hereto shall be incorporated by reference hereto as appendices to
this Agreement:
(1) Agreement on Mobile Communications (GSM) Phase VI (Stage 1) Base
Station Construction;
(2) Agreement on Site Selection for Mobile Communications (GSM) Phase VI
(Stage 2) Base Stations;
(3) Supplemental Agreement to Agreement on Site Selection for Mobile
Communications (GSM) Phase VI (Stage 2) Base Stations;
(4) Letter of Engagement for Design and Construction of Two Newly Added
Rotary Antennas in Transceiver Station No. 3 of Beijing Mobile
Communication Company;
(5) Agreement on Engagement for Construction of Ericsson Transmission
Access Equipment;
(6) Agreement on Engagement for Contracting Indoor Micro-cellular Mobile
Communications Optical Fiber Distribution System; and
(7) Letter of Engagement for Installation of Micro-cellular Mobile
Communications Base Stations in Beijing Public Mobile Telephone
Networks (GSM) Phase V Project
PARTY A: BEIJING MOBILE COMMUNICATION PARTY B: BEIJING HUARUI WIRELESS
COMPANY LIMITED COMMUNICATIONS EQUIPMENT
INSTALLATION COMPANY
By: s/Wang Zhengwen By: s/Guo Baocheng
---------------------------------- ----------------------------------
Legal or authorized representative Legal or authorized representative
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APPENDIX (1)
AGREEMENT ON MOBILE COMMUNICATIONS (GSM) PHASE VI (STAGE 1)
BASE STATION CONSTRUCTION
In accordance with the circulars ("Dian Xin Ji Fa (1998) No. 1098-1107
and "Dian Xin Ji Fa (1998) No. 1125-1128") issued by Beijing Post and
Telecommunications Administration Bureau regarding contract arrangement of 14
projects (among such projects is the "Equipment Installation for 22 New Base
Stations (with One Located on the North Side of South Xueyuan Road)" project),
the Engineering and Construction Department of Beijing Post and
Telecommunications Administration Bureau ("Party A"), as the owner of the 441
base stations to be constructed in the Digital Mobil Communications Phase VI
(Stage 2) Project, wishes to engage three construction enterprises (namely,
Beijing Telecommunications Engineering Bureau, Beijing Heli Communications Group
and Beijing Huarui Wireless Communications Equipment Installation Company)
(collectively, "Party B") to contract part of its management tasks and
construction work, so as to meet the tight time limit for such a large scale
project, and wishes Party B to delivery the Project, upon its completion, to
Beijing Wireless Communications Bureau ("Party C"), who will provide maintenance
and management services to the Project. Following consultations, the Parties
have reached the following agreement:
I. Tasks to be Assumed by Construction Enterprises
1. Beijing Telecommunications Engineering Bureau: 221 base
stations (including 49 900M base stations and 168 1800M base
stations);
2. Beijing Heli Communications Group: 72 base stations (including
29 900M base stations and 43 1800M base stations);
3. Beijing Huarui Wireless Communications Equipment Installation
Company: 158 base stations (including 41 900M base stations
and 117 1800M base stations).
See the schedule of this Agreement for the specific names and addresses
of such base stations.
II. Engineering Tasks Entrusted by Party A to Party B
1. Site Selection:
(1) Selecting sites of base stations in accordance with
the design;
(2) Each station shall cover an area of 15-20 square
meters;
(3) Buildings of the base stations may be borrowed (from
affiliates within the Bureau), leased, purchased or
constructed;
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(4) Irrespective of the sources of the buildings, they
must have complete and due documentary formalities,
including the relevant lease or purchase contracts
(Party A to provide the form of such contracts),
building ownership certificates, valid invoices,
etc.. If there arises a need to requisition land or
to construct masts, Party B shall complete the
relevant land planning formalities.
(5) The lease term of the base station buildings shall be
10 years in general and the annual rent shall be no
more than RMB 1,500 per square meter. Rents exceeding
such limit shall be subject to Party A examination
and approval. Prices of buildings to be purchased
shall be determined separately. Costs of buildings to
be constructed shall be determined in accordance with
stipulations under the relevant design documents.
(6) Rents of buildings shall be settled, on the strength
of the original copy the relevant contracts (together
with copies of the original invoices), by the party
undertaking the site selection with the Wireless
Communications Bureau in accordance with the relevant
regulations of the Wireless Communications Bureau
concerning the settlement of the rents of base
station buildings.
(7) Labor costs, business costs and other relevant
expenses incurred in the course of the site selection
and lease of base station buildings shall be
reimbursed, on the strength of valid invoices issued
to the construction enterprises and the list of the
sites selected hereunder, by Party A in accordance
with relevant regulations.
(8) New sites shall be selected for 900M base stations.
Equipment of 1800M base stations shall be installed
inside 900M base stations in principle, provided that
certain stations that need to have new sites shall be
treated as such.
2. Renovation of equipment rooms of base stations and
installation of equipment (including AC/DC equipment,
air-conditioning equipment, antennas and base station
equipment) shall be conducted in accordance with separate
engineering agreements to be executed.
I. Upon completion and operation of the project, it shall be gradually
transferred to and maintained and managed by Party C. In the process of
the project, Party C shall cooperate rigorously with Party A and Party
B on the basis of its own experience and requirements. After the
equipment comes into operation, Party A shall transfer to Party C the
project along with its buildings and equipment upon the acceptance of
the project.
IV. Party B shall report to Party A the site selection progress on a timely
basis. The progress of the construction shall be in accordance with the
Flowchart of Base
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Station Construction.
V. Problems arising from the performance of this Agreement or matters not
covered herein shall be agreed upon by the Parties through
consultations.
VI. The Agreement shall be signed in ten counterparts. Each Party shall
keep two copies. The Agreement shall come into effect upon affixing
with the official seals of the Parties and execution by their
authorized representatives.
PARTY A: ENGINEERING AND CONSTRUCTION DEPARTMENT OF BEIJING POST AND
TELECOMMUNICATIONS ADMINISTRATION BUREAU
By: s/Xxx Xxxxxxx
--------------------
Person in Charge
Date: December 16, 1998
PARTY B: BEIJING TELECOMMUNICATION ENGINEERING BUREAU
By: s/Xxx Xxxxxxx
--------------------
Person in Charge
Date: ________________
BEIJING HELI TELECOMMUNICATIONS GROUP
By: s/Jiang Zhaoyou
Person in Charge
--------------------
Date: December 21, 1998
BEIJING HUARUI WIRELESS COMMUNICATIONS EQUIPMENT INSTALLATION COMPANY
By: s/Guo Baocheng
--------------------
Person in Charge
Date: December 22, 1998
PARTY C: BEIJING WIRELESS COMMUNICATIONS BUREAU
By: s/Wang Zhengwen
--------------------
Person in Charge
Date: December 16, 1998
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APPENDIX (2)
AGREEMENT ON SITE SELECTION FOR
MOBILE COMMUNICATIONS (GSM) PHASE VI (STAGE 2) BASE STATIONS
In accordance with the document of "Equipment Installation for 21 New
Base Stations (with One Located on the North Side of Capital Stadium) to be
Constructed in the Digital Mobil Communications Phase VI (Stage 2) Project"
(Xxxx Xx Ji Fa (1999) No. 4.21) issued by Beijing Post and Telecommunications
Administration Bureau and other relevant documents, and to fulfill the base
station equipment and auxiliary facilities installation thereunder, the Planning
and Construction Department of Beijing Mobile Communication Company ("Party A"),
as the party responsible for organizing the construction of the base stations in
such project, wishes to engage Beijing Telecommunications Engineering Bureau,
Beijing Huarui Wireless Communications Equipment Installation Company, Beijing
Heli Communications Group and Beijing Guanghuan Telecommunications Group
(collectively, "Party B") to contract the site selection work for the base
stations in the project. Following consultations, the Parties have reached the
following agreement:
I. Numbers of Base Station Sites to be Selected
Beijing Telecommunications Engineering Bureau: 97
Beijing Huarui Wireless Communications
Equipment Installation Company: 135
Beijing Heli Telecommunications Group: 109
Beijing Guanghuan Telecommunications Group: 60
Certain 1800M base stations and 900M base stations will share sites.
See the schedule of this Agreement for serial numbers of such base stations.
Specific names of such base stations will be determined one by one in the
implementation of the project.
II. Site Selection of Base Stations
1. The selection of base station sites shall be undertaken by
Party B, participated by the party responsible for
maintenance, approved by the party responsible for design and
confirmed by Party A. The participation of the party
responsible for maintenance is an issue of significance. Prior
to the selection of any base station site, Party A shall
notify the party responsible for maintenance in advance so
that such party can make preparations therefor.
The base stations to be constructed are of a large quantity,
will cover a wide area and entail enormous work within a short
period of time. Phase VI (Stage 2) of the project will be
contracted to four construction enterprises, and such four
construction enterprises may conduct the site selection work
simultaneously. Such structure requires the parties
responsible for design and maintenance to
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coordinate their internal staffing to facilitate division of
labor and responsibilities and to promote the progress of the
site selection.
Party B shall be responsible for addressing problems in
respect of coordination among the site selection personnel.
2. Site Selection Fee
For each site selected, whether such site is in the urban or
suburban area, Party B shall charge RMB1,000 if the base
station is to be located on the premises of a mobile
communications bureau (e.g. in a modular bureau) or to share
site with another base station (e.g., in the case of certain
1800M base stations); if it is to be located outside the
premises of any bureau, Party B shall charge RMB10,000.
The number of sites selected shall be calculated on the basis
of the number of sites actually selected.
The site selection expenses shall be paid in two installments
subject to Party A's examination and approval.
3. Execution of Lease Agreements; Reimbursement of Expenses
As an affiliated company of Beijing Mobile Communication
Company, Beijing Huarui Wireless Communications Company may
enter into building leasing agreements with the owners of the
buildings to be leased thereunder and directly pay the rent of
such lease in the name of Beijing Mobile Communication Company
Limited. Other parties engaged for the project construction
shall enter into building leasing agreements in their own
names and seek reimbursement from Beijing Mobile Communication
Company on the strength of original copies of relevant
invoices and their respective current accounts statement
evidencing such payments. Such other parties engaged for the
project construction shall also deliver, upon such
reimbursement, a copy of the building leasing agreements they
have entered into.
Any and all such reimbursements are subject to Party A's
review and approval.
4. Party A to Building Lease Agreements
Party A to a base station building leasing agreement must be
the owner of the building to be leased thereunder, and such
lease agreement must be affixed with the official seal of such
owner and signed by its authorized representative or designee.
Any party is prohibited from entering into any building
leasing agreement with a sub-lesser or with the property
manager. Any losses in rental payment or legal liabilities
arising out of such prohibited lease agreements shall be borne
by the party who executed such agreements (the party engaged
for the project construction).
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In order to ensure the implementation of this paragraph 4,
Party A may hold, in its payment of the site selection fees,
50% of the site selection fees until the project has been
inspected and accepted upon its completion.
5. Areas and Rents of Buildings Leased for Base Stations
In general, the area of the equipment room in each base
station shall be no more than 15-25 square meters. The annual
rent of an equipment room in urban areas shall be, in general,
no more than RMB 1500 per square meter, and no more than RMB
800 per square meter if it is located in suburban areas (as
determined on the basis of the administrative division). Rents
exceeding such limits are subject to the review and approval
of Beijing Mobile Communication Company.
6. Lease Term of Equipment Rooms
The lease term of an equipment room shall be 10 year in
general.
7. Progress of Base Station Site Selection
The site selection work shall be completed by the end of March
2000. In the event that any part of the project is not
accomplished in time, the member of Party B responsible for
such part of project shall be held liable, and a portion of
the site selection fees payable to such party shall be
deductible by Party A.
8. The member of Party B responsible for the site selection of a
base station shall, upon selection of the site of such base
station, advise the party responsible for laying optical
cables the details of such site.
III. The form of the building leasing agreement shall be provided by Party
A. Such form agreement shall be duly filled out in its entirety. Names
of Party A and Party B shall conform to their respective official
seals, which, in turn, shall conform to their respective official seals
affixed to the receipts of rent. Any dispute or legal liability arising
out of such leasing agreements, whether the base station involved has
been delivered to the party responsible for maintenance, shall be
explained and addressed by B.
IV. Party B shall report to Party A the progress of the selection of base
station sites as required.
V. Base station buildings may be leased or purchased in a manner in the
best economic interests of Beijing Mobile Communication Company. Any
base station building purchased shall have complete formalities as
required.
VI. Problems arising from the performance of this Agreement or matters not
covered herein shall be agreed upon by the Parties through
consultations.
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PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT OF BEIJING MOBILE
COMMUNICATION COMPANY
By: s/Xxx Xxxxxx
----------------------------
Authorized Representative
PARTY B: BEIJING TELECOMMUNICATION ENGINEERING BUREAU
By: s/An Hui
----------------------------
Authorized Representative
BEIJING HUARUI WIRELESS COMMUNICATIONS EQUIPMENT INSTALLATION COMPANY
By: s/Guo Baocheng
----------------------------
Authorized Representative
BEIJING HELI TELECOMMUNICATIONS GROUP
By: s/Li Xunjun
----------------------------
Authorized Representative
BEIJING GUANGHUAN TELECOMMUNICATIONS GROUP
By: s/Li Zhushan
----------------------------
Authorized Representative
Date: November 8, 1999
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APPENDIX (3)
SUPPLEMENTAL AGREEMENT TO AGREEMENT ON SITE SELECTION FOR
MOBILE COMMUNICATIONS (GSM) PHASE VI (STAGE 2) BASE STATIONS
In accordance with the document of "Equipment Installation for 21 New
Base Stations (with One Located on the North Side of Capital Stadium) to be
Constructed in the Digital Mobil Communications Phase VI (Stage 2) Project"
(Xxxx Xx Ji Fa (1999) No. 4.21) issued by Beijing Post and Telecommunications
Administration Bureau and other relevant documents, and to fulfill the base
station equipment and auxiliary facilities installation thereunder, the Planning
and Construction Department of Beijing Mobile Communication Company ("Party A"),
as the party responsible for organizing the construction of the base stations in
such project, wishes to engage Beijing Huarui Wireless Communications Equipment
Installation Company ("Party B") to contract the site selection work for the
base stations in the project. Following consultations, the Parties have reached
the following agreement:
I. Numbers of Base Station Sites to be Selected
Beijing Huarui Wireless Communications
Equipment Installation Company: 61
II. Site Selection of Base Stations
1. The selection of base station sites shall be undertaken by
Party B, participated by the party responsible for
maintenance, approved by the party responsible for design and
confirmed by Party A. The participation of the party
responsible for maintenance is an issue of significance. Prior
to the selection of any base station site, Party A shall
notify the party responsible for maintenance in advance so
that such party can make preparations therefor.
The base stations to be constructed are of a large quantity,
will cover a wide area and entail enormous work within a short
period of time. Phase VI (Stage 2) of the project will be
contracted to four construction enterprises, and such four
construction enterprises may conduct the site selection work
simultaneously. Such structure requires the parties
responsible for design and maintenance to coordinate their
internal staffing to facilitate division of labor and
responsibilities and to promote the progress of the site
selection.
Party B shall be responsible for addressing problems in
respect of coordination work among the site selection
personnel.
2. Site Selection Fee
For each site selected, whether such site is in the urban or
suburban area, Party B shall charge RMB1,000 if the base
station is to be located on the premises of a mobile
communications bureau (e.g. in a modular
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bureau) or to share site with another base station (e.g., in
the case of certain 1800M base stations); if it is to be
located outside the premises of any bureau, Party B shall
charge RMB10,000.
The number of sites selected shall be calculated on the basis
of the number of sites actually selected.
The site selection expenses shall be paid in two installments
subject to Party A's examination and approval.
3. Execution of Lease Agreements; Reimbursement of Expenses
As an affiliated company of Beijing Mobile Communication
Company, Beijing Huarui Wireless Communications Company may
enter into building leasing agreements with the owners of the
buildings to be leased thereunder and directly pay the rent of
such lease in the name of Beijing Mobile Communication Company
Limited.
Any and all such reimbursements are subject to Party A's
review and approval.
4. Party A to Building Lease Agreements
Party A to a base station building leasing agreement must be
the owner of the building to be leased thereunder, and such
lease agreement must be affixed with the official seal of such
owner and signed by its authorized representative or designee.
Any party is prohibited from entering into any building
leasing agreement with a sub-lesser or with the property
manager. Any losses in rental payment or legal liabilities
arising out of such prohibited lease agreements shall be borne
by the party who executed such agreements (the party engaged
for the project construction).
In order to ensure the implementation of this paragraph 4,
Party A may hold, in its payment of the site selection fees,
50% of the site selection fees until the project has been
inspected and accepted upon its completion.
5. Areas and Rents of Buildings Leased for Base Stations
In general, the area of the equipment room in each base
station shall be no more than 15-25 square meters. The annual
rent of an equipment room in urban areas shall be, in general,
no more than RMB 1500 per square meter, and no more than RMB
800 per square meter if it is located in suburban areas (as
determined on the basis of the administrative division). Rents
exceeding such limits are subject to the review and approval
of Beijing Mobile Communication Company.
6. Lease Term of Equipment Rooms
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The lease term of an equipment room shall be 10 year in
general.
7. Progress of Base Station Site Selection
The site selection work shall be completed by the end of
November 2000. In the event that any part of the project is
not accomplished in time, the member of Party B responsible
for such part of project shall be held liable, and a portion
of the site selection fees payable to such party shall be
deductible by Party A.
8. The member of Party B responsible for the site selection of a
base station shall, upon selection of the site of such base
station, advise the party responsible for laying optical
cables the details of such site.
III. The form of the building leasing agreement shall be provided by Party
A. Such form agreement shall be duly filled out in its entirety. Names
of Party A and Party B shall conform to their respective official
seals, which, in turn, shall conform to their respective official seals
affixed to the receipts of rent. Any dispute or legal liability arising
out of such leasing agreements, whether the base station involved has
been delivered to the party responsible for maintenance, shall be
explained and addressed by B.
IV. Party B shall report to Party A the progress of the selection of base
station sites as required.
V. Base station buildings may be leased or purchased in a manner in the
best economic interests of Beijing Mobile Communication Company. Any
base station building purchased shall have complete formalities as
required.
VI. Problems arising from the performance of this Agreement or matters not
covered herein shall be agreed upon by the Parties through
consultations.
PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT OF BEIJING MOBILE COMMUNICATION
COMPANY
By: s/Xx Xxxxx
-------------------------
Authorized Representative
Date: December 16, 1998
PARTY B: BEIJING HUARUI WIRELESS COMMUNICATIONS EQUIPMENT INSTALLATION COMPANY
By: s/Guo Baocheng
-------------------------
Authorized Representative
Date: December 22, 1998
Date: May 8, 2000
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APPENDIX (4)
NETWORK DEPARTMENT, BEIJING MOBILE COMMUNICATION COMPANY
LETTER OF ENGAGEMENT FOR DESIGN AND CONSTRUCTION OF
TWO NEWLY ADDED ROTARY ANTENNAS IN THE TRANSCEIVER STATION NO. 3 OF
BEIJING MOBILE COMMUNICATION COMPANY
Huarei Tengfei Wireless Communication Design Institute:
In accordance with the arrangements made in the Minutes of the
Conference on Consolidating Short-wave Transmission Businesses held by Beijing
Wireless Communications Bureau, we hereby engage your institute to:
Erect a model 219 soft-element log-periodic antenna and a model 220
hard-element log-periodic antenna (including feeder lines) in the business area
of the Transceiver Station No. 3, and to provide the relevant technological
designing and engineering of the foundations of such antennas.
The entire construction work shall be completed by December 31, 1999.
November 12, 1999
(official seal of the Network Department of
Beijing Mobile Communication Company)
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APPENDIX (5)
AGREEMENT ON ENGAGEMENT FOR CONSTRUCTION OF
ERICSSON TRANSMISSION ACCESS EQUIPMENT
PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT, BEIJING MOBILE COMMUNICATION
COMPANY
PARTY B: BEIJING HUAREI WIRELESS COMMUNICATIONS EQUIPMENT INSTALLATION COMPANY
In accordance with the project arrangement, the Planning and
Construction Department of Beijing Mobile Communication Company hereby engages
Party B to fulfill part of the construction and engineering of the Ericsson
transmission access equipment. The quantity of work shall be determined in
accordance with the specific project agreements. Party B shall make full
pre-construction preparations and ensure the quality, process and safety of the
project.
PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT, BEIJING MOBILE
COMMUNICATION COMPANY LIMITED
By: s/Xx Xxxxx
-------------------------
Authorized Representative
PARTY B: BEIJING HUAREI WIRELESS COMMUNICATION EQUIPMENT INSTALLATION COMPANY
By: s/Guo Baocheng
-------------------------
Authorized Representative
DECEMBER, 1999
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APPENDIX (6)
AGREEMENT ON ENGAGEMENT FOR CONSTRUCTION OF INDOOR MICRO-CELLULAR MOBILE
COMMUNICATIONS OPTICAL FIBER DISTRIBUTION SYSTEM
PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT, BEIJING MOBILE
COMMUNICATION COMPANY
PARTY B: BEIJING HUAREI WIRELESS COMMUNICATIONS EQUIPMENT INSTALLATION COMPANY
In accordance with the circular concerning arrangement of indoor
micro-cellular mobile communications optical fiber distribution system
construction (Xxxx Xin Ji Fa (1999) No. 0081) issued by Beijing Post and
Telecommunications Administration Bureau, Party A, as the party responsible for
organizing the construction of 30 indoor micro-cellular mobile communications
optical fiber distribution systems, hereby engages Party B to undertake the
installation and engineering of such indoor micro-cellular mobile communications
optical fiber distribution systems.
I. Amount of Project Construction Work
The installation of 30 NOKIA indoor optical fiber distribution systems.
II. Project Process
The project shall be completed by the end of December 2000
PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT, BEIJING MOBILE
COMMUNICATION COMPANY LIMITED
By: s/Xx Xxxxx
-------------------------
Authorized Representative
PARTY B: BEIJING HUAREI WIRELESS COMMUNICATION EQUIPMENT INSTALLATION COMPANY
By: s/Guo Baocheng
-------------------------
Authorized Representative
March, 2000
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APPENDIX (7)
LETTER OF ENGAGEMENT FOR INSTALLATION OF
MICRO-CELLULAR MOBILE COMMUNICATIONS BASE STATIONS
IN BEIJING PUBLIC MOBILE TELEPHONE NETWORKS (GSM) PHASE V PROJECT
PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT, BEIJING MOBILE COMMUNICATION
COMPANY
PARTY B: BEIJING HUAREI WIRELESS COMMUNICATIONS EQUIPMENT INSTALLATION COMPANY
In accordance with the circular (Xxxx Xx Ji Fa (1997) No. 1541-1567)
concerning arrangement of 27 projects, including the "Equipment Installation for
19 New Base Stations (with One Located at Xxxx Xxxx Xxxx Xxx)", issued by
Beijing Post and Telecommunications Administration Bureau, Party A, as the party
responsible for organizing the construction of 430 base stations (including 24
emergency stations), 164 micro-stations and 188 capacity-enhancing stations in
the Digital Mobile Communications (GSM) Phase V Project, hereby engages Party B
to undertake the equipment installation and engineering of the micro-cellular
mobile communications base stations in Beijing Public Mobile Telephone Networks
(GSM) Phase V Project.
I. The Scale of Project Construction
The installation of 92 sets of Micro-Cellular equipment.
II. Project Process
The project shall be completed by the end of June 2001
PARTY A: PLANNING AND CONSTRUCTION DEPARTMENT, BEIJING MOBILE COMMUNICATION
COMPANY LIMITED
By: s/Xx Xxxxx
-------------------------
Authorized Representative
PARTY B: BEIJING HUAREI WIRELESS COMMUNICATION EQUIPMENT INSTALLATION COMPANY
By: s/Guo Baocheng
-------------------------
Authorized Representative
December, 1999
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