EXHIBIT 4.7
COMPREHENSIVE SERVICES AGREEMENT BY AND BETWEEN GUANGZHOU RAILWAY (GROUP)
COMPANY AND GUANGSHEN RAILWAY COMPANY LIMITED
DATED AS OF January 13, 2006
TABLE OF CONTENTS
Article 1 Scope of the Comprehensive Services
Article 2 Undertakings and Warranties
Article 3 Transportation Services
Article 4 Rail Line Maintenance Services
Article 5 Car Repair in Depot Services
Article 6 Railway Materials Procurement Agency
Article 7 Settlement Services by the Railway Settlement Center
Article 8 Hygienic and Anti-Epidemic Services
Article 9 Liabilities for Breach of Contract
Article 10 Miscellaneous Provisions
This Comprehensive Services Agreement (this "Agreement") is entered into this
13th day of January 2006 in Shenzhen by and between:
(1) GUANGZHOU RAILWAY (GROUP) COMPANY (hereinafter referred to as "Party A"), a
group company registered in Guangzhou of Guangdong Province with its enterprise
legal person business license number being 4400001007908 and its legal address
being at Xx. 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxxx; and
(2) GUANGSHEN RAILWAY COMPANY LIMITED (hereinafter referred to as "Party B"), a
joint-stock limited company registered in Shenzhen of Guangdong Province with
its publicly-held shares being listed on Hong Kong Stock Exchange, its
enterprise legal person business registration number being 19241166-3 and its
legal address being at Xx. 0000 Xxxxxx Xxxx, Xxxxxxxx.
For the purpose of the better provision of such services to Party B as
transportation, rail line maintenance and repairs, materials purchase agent, and
accounts settlement etc., so as to ensure the normal operation of Party B's
transportation business, Party A and Party B hereby reach the following
agreement after consultations and by adhering to the principle of equality:
ARTICLE 1 SCOPE OF THE COMPREHENSIVE SERVICES
1.1 The services to be provided to Party B by Party A hereunder shall include
transportation, rail line maintenance and repairs, locomotives and cars repair
in depot, materials purchase agent, accounts settlement, hygienic and
anti-epidemic services, and any other services that are consistent with the
purposes of this Agreement (hereinafter referred to as the "Comprehensive
Services").
1.2 For purposes of this Agreement, unless otherwise expressly provided herein,
references to "Party A" shall include Party A itself, or any company, entity and
department (other than Guangshen Railway Enterprise Development Company
ofGuangzhou Railway Group Company and any companies, entities or departments
controlled or managed by it) that are owned, controlled, managed or used by
Party A during the term of this Agreement, including any institutions,
equipment, facilities, locations, buildings and employees that are owned,
controlled, managed or used by the above company, entity or department.
ARTICLE 2 UNDERTAKINGS AND WARRANTIES
2.1 Party A agrees to provide the Comprehensive Services to Party B and its
employees pursuant to this Agreement and hereby undertakes and warrants to Party
B as follows:
(a) Party A shall have complete and unrestricted ownership, control, management
rights and use rights to any entity subordinate to it and that its rights,
control, management and use, or the size, scope, quality or quantity of any of
such entity shall not be reduced during the term hereof.
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(b) The quality, quantity and contents of any Comprehensive Services to be
provided hereunder shall not be inferior to the standard of the same type of
services, enjoyed by Party A itself and its employees prior to the date hereof
and after the effectiveness hereof (if applicable), or provided to any third
party by Party A after the effectiveness hereof.
(c) Party A shall guarantee the quality of any Comprehensive Services to be
provided to Party B hereunder and provide the Comprehensive Services to Party B
at the most competitive quality and price then available.
(d) All fees received from Party B as specified herein for the Comprehensive
Services provided hereunder shall not be used for any purpose other than the
benefit of the entities that have actually provided the Comprehensive Services
hereunder.
2.2 Party B agrees to receive the Comprehensive Services from Party A pursuant
to this Agreement and hereby undertakes and warrants to Party A as follows: (a)
Party B shall pay Party A the fees actually incurred by Party A in the provision
of the Comprehensive Services as specified hereunder.
(b) Subject to any contrary provisions herein, any and all of the fees payable
by Party B shall be prepaid by Party B by the month and settled by the quarter.
Party B warrants that it shall pay Party A the fees payable by it at the payment
date and in the amount specified herein and shall pay delay payment interest for
any payment overdue at a rate of 0.03% for each day of delay.
2.3 With respect to any fees that shall be settled by the month, the annual
aggregate thereof shall be the total of the monthly payment for 12 months and
the quarterly aggregate thereof shall be the total of the monthly payment for
three months.
In case Party B provides any services to Party A and shall receive any fees from
Party A therefor, the above undertakings and warranties of one party to the
other in respect of payment shall be equally applicable to both parties.
2.4 References to "expenses", "complete costs" or "costs" shall mean costs
inclusive of taxes and be composed of the "expenses" or "costs" set forth in the
audited financial statements and the taxes and charges payable by the service
provider for the service fees received by it. Such taxes and charges shall
include business tax at a rate of 5%, urban construction tax at a rate of 1%,
education surcharge at a rate of 3%.
The party receiving services may, subject to a 30-day's prior notice to the
party providing services, in conjunction with the party providing services,
retain an accounting firm to audit the said costs and expenses, and the result
of such audit shall be the conclusive evidence for the determination of the said
costs and expenses.
2.5 In order to ensure the effective, timely and full implementation of this
Agreement, both parties shall cooperate with the other party and provide
conveniences to the other party. Where there is any change to the circumstances
under which the Comprehensive Services are provided, Party A shall promptly
notify Party B thereof. Party B shall also have the right to make reasonable
inquiries into Party A's specific entities or institutions who provide the
relevant services.
2.6 Both parties agree that this Agreement shall be valid from the effective
date hereof until December 31, 2008.. Within the period of validity, in case
that Party B successfully completed M&A of the railway operation assets of
Yangcheng Railway Enterprise Development Company through the A share issue, this
agreement shall be replaced by the Comprehensive Service Agreement which was
entered into an agreement on November 15th, 2004.
ARTICLE 3 TRANSPORTATION SERVICES
3.1 The transportation services to be provided by Party A to Party B hereunder
shall include production coordination, safety management, dispatch and lease of
passenger and freight trains.
3.2 All of the passenger and freight trains leased to Party B by Party A must be
well-equipped and of a high quality, satisfy the conditions for operation,
comply with the Railway Technical Procedures, the Technical Procedures for the
Use of Passenger Trains, the Detailed Rules for Air-conditioned Passenger Trains
and provisions in relevant rules and regulations of the Ministry of Railway as
well as Party B's technical standards and requirements.
The rental payable by Party B to Party A for the lease of passenger and freight
train from Party A shall be treated in accordance with the settlement methods
published by the Ministry of Railway.
3.3 Party A's such controlled subsidiaries as Sanmao Railway Company,
Guangmeishan Railway Co., Ld., Shichang Railway Co., Ltd. and will provide Party
B with the transportation services including (but not limited to) the following
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and Party B will provide the same services to such subsidiaries of Party A:
(a) passenger transportation services at railway stations including directing
passengers' entrance into railway stations, departure waiting at railway
stations, ticket verification and train boarding, and water supply services to
incoming and outgoing trains;
(b) use rights to rail lines;
(c) tractor services for both passenger and freight trains;
(d) passenger trains (including air-conditioned cars, non-air-conditioned cars,
buffet cars, power generation cars and luggage cars), car inspection conductors,
and powergeneration and gas supply services for air-conditioned cars;
(e) train maintenance services;
(f) ticket sales agency;
(g) any other services related to passenger and freight train transportation.
3.4 Party A hereby undertakes that the above-mentioned transportation services
provided to Party B by its above-listed controlled subsidiaries including Sanmao
Railway Company, Guangmeishan Railway Co., Ld. must comply with the relevant
technical standards and requirements set by the Ministry of Railway; provided
that where no such technical standards or requirements are available, such
services must reach the service standards regularly applied in the railway
industry.
3.5 The rate of the fees payable for the services to be provided to Party B by
Party A's controlled subsidiaries including Sanmao Railway Company, Guangmeishan
Railway Co., Ld., and for the services to be provided to such subsidiaries of
Party A by Party B shall be determined according to the following order of
priority:
(a) with respect to any item of services for which there is a prevailing market
price, the rate of the fees payable for such item of services shall be
determined by and among the relevant parties based on such prevailing market
price;
(b) with respect to any item of services for which there is no prevailing market
price but the Ministry of Railway has formulated settlement methods or set a
uniform guiding price, the rate of the fees payable for such item of services
shall be determined pursuant to such settlement methods or guiding price;
(c) with respect to any item of services that cannot be determined pursuant to
items (a) and (b) above, the rate of the fees for such item of services shall be
equal to: complete costs of such item of services x (1+8% rate of profit).
3.6 According to the past trade sum, it is estimated that the Comprehensive
Service fees of year 2006,2007 and 2008 shall be RMB74.91 million, RMB76.41
million and RMB77.94 million, separately. The final settlement was determined by
the actual fees occurred.
ARTICLE 4 RAIL LINE MAINTENANCE SERVICES
4.1 Party A shall, upon entrustment of Party B, provide such services to Party B
as main line repair and maintenance services (track lifting, track lining,
tamping and dynamic stabilization) with large-sized track maintenance machinery,
track replacement overhaul for jointless lines, track overhaul cleaning and
other services including overhaul of track bridge equipment.
4.2 During the period when Party A is performing the said rail line repair and
maintenance services for Party B, Party B shall, at the expense of Party A,
provide Party A with detailed basic technical materials about the relevant track
bridge equipment, places for the storage of the camping vehicles and the
communications equipment used by Party A's relevant employees and shall supply
water and power to Party A's relevant employees required for their everyday
life. In addition to that, Party B shall coordinate the efforts of each of its
dispatch, track maintenance, telecommunication and signaling, station and public
security departments involved in Party A's implementation of relevant projects
as part of the entrusted services as so ensure the successful completion of
relevant projects, the time period required for the closing for project
implementation and the punctual operation of Party A's engineering trains and
commuter buses.
4.3 The fees for the main line repair and maintenance services with large-sized
track maintenance machinery to be provided by Party A to Party B shall be equal
to the complete costs for any given service project x (1+8% rate of profit).
For purposes of 2005, the complete costs for track tamping shall be temporarily
deemed as RMB 7,100/kilometer, and for switch tamping, shall be temporarily
deemed as RMB 7,600/pair; and the complete costs for rail grinding shall be
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temporarily deemed as RMB 12,000/kilometer. Party A hereby warrants to Party B
that the rate of service fees applied by Party A against Party B hereunder shall
not be higher than the rate of service fees applied by Party A against any of
Party A's affiliates or any independent third party. Otherwise, Party B shall
have the right to entrust a third party to perform the services to be provided
by Party A hereunder.
4.4 Party A shall ensure any and all of Party B's lines to which it has
performed repair and maintenance services hereunder must be able to be operated
safely and soundly and free from error. Party A shall compensate Party B for its
direct economic loss arising from Party A's repair and maintenance services or
any accident occurring during Party A's implementation of the service projects
immediately after it is determined that Party A shall be responsible for such
accident.
4.5 Party B shall be solely responsible for any loss arising from its failure to
comply with the standards required by the relevant quality standards. Party B
shall compensate Party A for any economic loss incurred by Party A due to Party
A's inability to implement a service project, whether in whole or in part,
caused by any reason on the part of Party B.
4.6 The fees for such services to be provided by Party A to Party B hereunder as
track replacement overhaul for jointless lines, track overhaul cleaning and
other services including overhaul of track bridge equipment shall be determined
by Party A and Party B through consultations by referring to the standard of
fees for such services published by the Ministry of Railway. Where there is no
such a standard of fees available, such fees shall be calculated according to
the following formula: Total amount of fees payable = repair and maintenance
costs x (1+8% rate of profit)
4.7 The track replacement overhaul for jointless lines, track overhaul cleaning
and other services including overhaul of track bridge equipment specified in
this Article may also be provided by an entity selected through bidding based on
the actual situation. In case Party A is the winning bidder, the specific items
of services and rate of service fees shall be determined by Party A and Party B
pursuant to the contents of the bidding documents and conditions for bid winning
and shall not be subject to any limit set forth in Items from 4.1 to 4.6 above.
4.8 According to the past trade sum, it is estimated that the Comprehensive
Service fees of year 2006,2007 and 2008 shall be RMB74.91 million, RMB76.41
million and RMB77.94 million, separately. The final settlement was determined by
the actual fees occurred.
ARTICLE 5 CAR REPAIR IN DEPOT AND WHEEL REPAIR SERVICES
5.1 Party B shall entrust Party A with the performance of the car repair in
depot on Party B's trains in operation on the basis of the actual situation and
its own needs. Such repair services shall include but not be limited to:
(a) disassembly, inspection, repair and replacement of bogies(including the
brake system);
(b) inspection and repair of air conditioners, diesel engines and power
generators;
(c) inspection and repair of electrical systems (control cabinets);
(d) inspection and repair of car interior furnishings;
(e) inspection and maintenance of car exterior furnishings; and
(f) inspection and repair of hook and buffer zones (ends).
Subject to mutual agreement after consultations, Party A may accept other train
repair services not covered in the above scope of car repair in depot.
5.2 Materials, parts and instruments required for car repair in depot shall be
provide by Party A in the course of the repair services where the train to be
repaired is of a model fixed by the Ministry of Railway, or by Party B with its
own effort where the train is not of a model fixed by the Ministry of Railway,
or purchased or processed by Party A at the request and entrustment of Party B.
5.3 Party A shall provide all of the repair and maintenance services to Party B
pursuant to the Procedures for Train Repair in Depot, the Procedures for Railway
Technical Management, the Procedures for Car Inspection and Repair and
documents, rules, drawings, circulars and other materials concerning technical
standards for car repair in depot. Where any car to be repaired in depot is not
of a model fixed by the Ministry of Railway, Party B shall provide Party A with
complete technical materials concerning such car prior to the commencement of
the repair.
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5.4 Party A shall conduct a self-test of the cars repaired by it in depot after
having completed all of the required repair services, and will not deliver the
same to Party B for test and acceptance until after having verified that the
quality of each of the parts on the cars so repaired meet the relevant
standards. Party A's technical materials for and conclusions on quality re-test
of the cars repaired by Party A in depot shall be complete and accurate and be
promptly delivered to Party B for operational analysis and appraisal.
5.5 The rate of fees payable to Party A for car repair in depot performed by
Party A shall be determined by Party A and Party B through consultations on the
basis of the actual conditions of the cars to be repaired, the specific items of
services performed during car repair in depot and the degree of difficulty of
the repair services and by referring to the standard of fees for repair in depot
of trains in operation. Where for any item of repair in depot there is no such a
standard of fees, the fees for such item of repair in depot shall be calculated
according to the following formula: Total amount of fees payable = repair and
maintenance costs x (1+8% rate of profit)
5.6 After having completed the car repair in depot entrusted to it by Party B,
Party A will request Party B to settle the bills for the fees therefore on the
basis of the price mutually agreed between them. Party B shall pay such fees
within 10 days as of its receipt of, and verification of the correctness of, the
bills for such fees submitted by Party A.
5.7 Party A shall ensure any and all of Party B's trains to which it has
performed car repair in depot hereunder must be able to be operated safely and
soundly and free from latent quality defect. In case Party A fails to perform
any car repair in depot in compliance with the standards required by the quality
standards for car repair in depot, Party A shall repay the fees paid to it for
such car repair in depot or re-perform the car repair in depot till the quality
of the cars repaired by it reach the relevant quality standards. Party B shall
compensate Party A for any economic loss incurred by Party A due to Party A's
inability to punctually complete the car repair in depot or any adverse impact
on the car repair depot, caused by any reason on the part of Party B.
5.8 The car repair in depot specified in this Article may also be performed by
an entity selected through bidding based on the actual situation. In case Party
A is the winning bidder, the specific items of services and rate of service fees
shall be determined by Party A and Party B pursuant to the contents of the
bidding documents and conditions for bid winning and shall not be subject to any
limit set forth in Items from 5.1 to 5.7 above.
5.9 According to the past trade sum, it is estimated that the Comprehensive
Service fees of year 2006,2007 and 2008 shall be RMB74.91 million, RMB76.41
million and RMB77.94 million, separately. The final settlement was determined by
the actual fees occurred.
ARTICLE 6 RAILWAY MATERIALS PROCUREMENT AGENCY
6.1 In case Party B entrusts Party A with the procurement of portion of the
railway materials, the quantity and categories of such railway material shall be
set forth in a list provided to Party A by Party B and shall not become valid
until after being confirmed by both parties.
6.2 The quality of any of the materials procured by Party A on behalf of Party B
must be good and reach the standards set by the State, the relevant ministry or
relevant enterprises.
6.3 In the course of the arrangement for the procurement of materials for Party
B, Party A shall select sources for such materials at the preferential price and
conditions offered by Party A to other relevant railway entities and the price
of any materials supplied to Party B may not be higher than the price of such
materials offered to any of Party A's subsidiaries, controlled entities or any
independent third parties under the same conditions.
6.4 The specific schedule and terms of the payment of the consideration for the
materials to be procured by Party A shall be determined by Party A and Party B
after consultations subject to the actual situation of the relevant batch of
materials.
6.5 Subject to the provisions set forth in Clause 6.3, for any materials
procured by Party A for Party B, Party B shall pay service fees to Party A which
shall be equal to a certain percentage of the consideration for such materials.
Such percentage shall be determined as follows depending on the actual category
of the materials procured by Party A for Party B:
(a) 1.5% of the consideration for the procured materials, for the procurement of
diesel, steel rails, tires, axles, steel grinding wheels, lubricating oil (fat)
for use for special purposes;
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(b) 5% of the consideration for the procured materials, for the procurement of
any category of materials other than the categories as listed in (a) above. Such
service fees shall be settled by the quarter and paid to Party A by Party B in
the amount as confirmed by Party A and Party B within 15 days as of the
beginning of the forthcoming quarter.
6.6 According to the past trade sum, it is estimated that the Comprehensive
Service fees of year 2006,2007 and 2008 shall be RMB74.91 million, RMB76.41
million and RMB77.94 million, separately. The final settlement was determined by
the actual fees occurred.
ARTICLE 7 SETTLEMENT SERVICES BY THE RAILWAY SETTLEMENT CENTER
7.1 In order to increase Party B's capital gains and reduce settlement fees and
financing costs, Party B hereby agrees that the Guangzhou Railway Settlement
Center under the management of Party A shall provide the relevant settlement
services to Party B, which shall cover:
(a) accounts settlement between Party B and Party A and any other enterprises
subordinate to the Ministry of Railway;
(b) the provision of necessary assistance and convenience to Party B in its
depositing of fixed-term and current deposits according to the negotiated
preferential deposit interest agreed between Guangzhou Railway Settlement Center
and banks; and
(c) the provision of financing conditions to Party B in accordance with the
rules of Guangzhou Railway Settlement Center for allocation of internal funds.
7.2 Party A hereby undertakes to Party B that Guangzhou Railway Settlement
Center under its management shall:
(a) ensure the safety and intactness of Party B's funds in its accounts opened
with Guanghzhou Railway Settlement Center;
(b) accounts settlement between Party B and Party A and any other enterprise
subordinate to the Ministry of Railway shall be conducted in accordance with the
relevant rules of the Ministry of Railway. With respect to any settlement
service that is not expressly stipulated by the Ministry of Railway, Party B
shall not be charged any settlement service fees therefor. With respect to any
settlement service that falls into the category of paid services, the rate of
fees charged therefor shall not be higher than the rate of fees for the same
category of services applied by banks;
(c) the rate of interest on Party B's current and fixed-term deposits placed in
the cooperative bank under Guangzhou Railway Settlement Center shall be no lower
than the deposit interest rate for the same period as published by the People's
Bank of China.
(d) In the case of any allocated funds obtained by Party B through the
internally allocated funds Guangzhou Railway Settlement Center, the rate of fees
for the occupancy of such allocated funds payable by Party B may not be higher
than the loan interest rate for the same period as published by the People's
Bank of China.
7.3 According to the past trade sum, it is estimated that the Comprehensive
Service fees of year 2006,2007 and 2008 shall be RMB74.91 million, RMB76.41
million and RMB77.94 million, separately. The final settlement was determined by
the actual fees occurred.
ARTICLE 8 HYGIENIC AND ANTI-EPIDEMIC AND CONVALESCENCE SERVICES
8.1 Party A hereby agrees to provide Party B, its employees and their family
members with planned immunization, occupational disease prevention and
treatment, environmental monitoring, disease control, recuperation and
convalescence as well as other related services through its disease control
centers, hygienic supervision institutions, convalescence and recuperation
houses and other related entities. Party A must ensure that it shall:
(a) make arrangements for Party B's employees and their family members to enjoy
timely convalescences and recuperation;
(b) make sure the service quality and facilities shall as same as the level of
local medical institution ;
(c) put diseases under strict control and provide technical hygienic services in
a timely manner;
(d) monitor various hygienic practices, environmental protection, and prevention
and treatment of occupational diseases and tuberculosis in accordance with law
to make sure that all of such work is performed strictly in compliance with
relevant laws and regulations; and
(e) give health education to Party B's employees.
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8.2 Both parties to share the costs and expenses of the disease control center
and hygienic supervision institutions affiliated to Party A or the subsidies
paid by Party A to the disease control center and hygienic supervision
institutions, in ratio of the number of Party B's employees to that of Party A's
in Guangdong province. The formula is: the expenses due to the Party B =the
number of Party B's employees/ Party A's (Party B's is included, the same below)
x cost and expenses or subsidies paid by Party A to the disease control center
and hygienic supervision institutions.
8.3 if the Party B's employees need the cure of occupational diseases,
tuberculosis and convalescences and recuperation, they shall pay the expenses to
the relevant institutions of Party A, after the treatment apply for the
reimbursement from the former institution.
8.4 Should Party B suffer from an unexpected accident or natural disaster and
need relevant departments under Party A to provide additional hygienic and
anti-epidemic services, Party A shall actively provide such services and Party B
shall pay Party A the fees for such services at the amount actually incurred by
Party A.
ARTICLE 9 NURSERY AND KINDERGARTEN SERVICES
9.1 Party A agrees to provide Party B's employees with nursery and kindergarten
services through its own nurseries and kindergartens and ensure that:
(a) children of Party B's employees can go to the nurseries and kindergartens as
close to them as possible;
(b) quality of education and facilities in Party A's nurseries and kindergartens
shall be no less than the same in the other local nurseries and kindergartens of
the same level; and
(c) children of Party B's employees can enjoy the equal treatment in Party A's
nurseries and kindergartens as other children therein.
9.2 Fees for nursery and kindergarten services provided to Party B by party A
shall be calculated according to the following formula: fees payable by Party B
for nursery and kindergarten services = total expenses (costs) incurred by Party
A's nurseries and kindergartens / number of all of the children therein x number
of children of Party B's employees therein.
9.3 Any and all other miscellaneous expenses charged by nurseries and
kindergartens against certain children therein for personal purposes in
accordance with relevant local regulations shall be paid by Party B's individual
employees whose children enter nurseries or kindergartens. Party A shall not
charge Party B's employees any kind of so-called "education development fees" or
any other fees of the same nature or for the same purpose.
ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT
10.1 Both parties shall perform their respective obligations hereunder
voluntarily and in good faith. Should this Agreement be rendered unable to be
performed either in whole or in part due to any breach of either party, the
breaching party shall assume the liabilities for such breach. Should both
parties breach this Agreement, each of the parties shall assume its respective
liabilities in proportion to its own fault; provided that, the assumption of the
liabilities for breach of contract shall not prejudice the right of the
non-breaching party to request the breaching party to continue to perform its
obligations.
10.2 Subject to the provisions set forth in Clause 2.6. In the event that any of
Party A's wholly-owned or controlled subsidiaries or controlled entities who
performs any of Party A's obligations hereunder pursuant to this Agreement or
any supplementary agreement hereto commits a breach, such subsidiary or entity
shall assume its respective liabilities for such breach and Party A shall assume
joint liabilities therefor.
10.3 For any fees payable by Party B to Party A or any of its wholly-owned or
controlled subsidiaries or controlled entities hereunder, invoices or receipts
shall be issued to Party B in accordance with PRC tax laws or other relevant
laws or regulations. Party A or any of its wholly-owned or controlled
subsidiaries or controlled entities shall fully indemnify Party B against any
loss arising from any penalty imposed upon or any claim brought against Party B
due to the violation by any of Party A or its wholly-owned or controlled
subsidiaries or controlled entities of any relevant stipulations.
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ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 This Agreement shall come into effect upon:
(a) execution and affixture with the company seals by the legal or authorized
representatives of both parties;
(b) Party B's carrying out of the resolution procedures for affiliated
transactions, receipt of the approval to this Agreement from its independent
shareholders or the exemption from Hong Kong Stock Exchange to the affiliated
transactions involved herein in accordance with Party B's Articles of
Association and the Listing Rules of the Hong Kong Stock Exchange;
(c) Party B's receipt of the approval to its proposed initial public offering of
A shares inside the PRC and the entrance of all of the funds raised through such
offering into Party B's account; and
(d) The effectiveness of the Railway Operating Assets Purchase Agreement By and
Between Guangzhou Railway (Group) Company and Guangzhou Railway Group Yangcheng
Railway Company and the consummation of the acquisition of assets and business
contemplated thereunder.
11.2 This Agreement, upon becoming effective, shall supercede any and all of the
agreements or arrangements in respect of the Comprehensive Services hereunder
prior to the effective date hereof by and between Party A or any of Party A's
wholly-owned or controlled subsidiaries or other controlled entities or
companies (other than Guangzhou Railway Group Yangcheng Railway Company and
Guangzhou Railway (Group) Guangshen Railway Enterprise Development Company) and
Party B.
11.3 Provisions of this Agreement may be amended by the parties hereto after
consultations if required by the changes to the actual circumstances, provided
that such amendment shall be made in writing. Neither Party A nor Party B may
add any provision to, delete any provision from or otherwise amendment this
Agreement, unless by mutual agreement between them in writing.
11.4 Headings used herein are inserted only for purpose of convenience and shall
not impair the meaning of this Agreement or any provision herein.
11.5 Any documents referred to herein shall be incorporated into this Agreement
by such reference.
11.6 In the event that either Party A or Party B intends to assign an of its
rights or obligations hereunder to any of its wholly-owned or controlled
subsidiaries or other controlled entities or companies, it shall notify the
other party thereof, and the party who makes such assignment shall assume joint
liabilities for the performance of this Agreement by the assignee. Except in
such case, neither Party A nor Party B may assign any of its interests hereunder
to any third party at its own discretion without prior written consent from the
other party.
11.7 In case either party breaches any of its obligations hereunder and causes
any economic loss to the other party, the other party shall have the right to
request the breaching party to make a remedy within a specified time limit,
perform relevant obligations pursuant hereto or make compensation for various
losses, and may rescind any relevant portion of this Agreement or this Agreement
in whole when necessary, except when such breach is caused by a force majeure
event.
11.8 The execution, effect, interpretation, performance of, and resolution of
any dispute arising from, this Agreement shall be governed and protected by the
laws of the People's Republic of China. Any dispute arising from the performance
of this Agreement shall be resolved between the parties through consultations.
Should any dispute fail to be resolved through such consultations, such dispute
shall be submitted to any competent court for resolution.
11.9 This Agreement shall be a framework agreement between Party A and Party B
in respect of the matters regarding the Comprehensive Services. Party B and
Party A or any of its wholly-owned or controlled subsidiaries or other
controlled entities or companies may execute supplementary agreements for any
specific items of services on the basis of the principles set forth herein;
provided that, such supplementary agreements may not materially conflict with
this Agreement in respect of the major provisions and Party B shall perform its
obligations for the disclosure of such supplementary agreements or obtain the
required exemption in accordance with the provisions of the regulatory
authorities in the jurisdictions in which Party B's securities are listed. Such
supplementary agreements shall constitute an integral part of this Agreement and
shall have the equal legal effect as this Agreement.
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11.10 For purposes of this Agreement, "day" shall refer to a business day other
than weekends and public holidays in the PRC.
11.11 This Agreement shall be executed in four copies with each of Party A and
Party B to hold two.
PARTY A: GUANGZHOU RAILWAY (GROUP) COMPANY (company seal)
Legal or authorized representative:
---------------------
PARTY B: GUANGZHOU RAILWAY (GROUP) COMPANY (company seal)
Legal or authorized representative:
---------------------
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