Exhibit 4.30
[English Translation]
CO-OPERATION FRAMEWORK AGREEMENT IN RESPECT OF INDIRECT LOAN
This Agreement was entered into on 10 May 2002 in Beijing, the People's Republic
of China (hereinafter "the PRC") by and between:
(1) China Mobile Communications Corporation (hereinafter "PARTY A"), a
state-owned company incorporated and in good standing under the laws of
the PRC, having its legal address at #53 Xi Bianmen Nei Da Jie Street,
Xxxx Xx District, Beijing, the PRC; and
(2) China Mobile (Hong Kong) Limited (hereinafter "Party B"), a limited
liability company incorporated and in good standing under the laws of
the Hong Kong SAR, having its legal address at 00xx Xxxxx, Xxx Xxxxxx,
00 Xxxxx'x Xxxx Xxxxxxx, Xxxx Xxxx.
WHEREAS:
1. Party A is the indirect controlling shareholder of Party B,
which carries out mobile communication and other authorized
telecommunication operations in the provinces of Mainland
China through a number of its wholly-owned subsidiaries
incorporated in Mainland China (hereinafter the "OPERATING
SUBSIDIARIES");
2. In view to improving the total capital utilization of Party A
and facilitating the operational development of the Operating
Subsidiaries, Party A as the ENTRUSTING PARTY agrees to
provide this RMB loan by mandate to the Operating Subsidiaries
through an ENTRUSTED BANK (s) in the Mainland and Party B
agrees to the arrangements as provided for herein.
This Agreement was reached by and between Party A and Party B on basis of mutual
and equitable benefit pursuant to the following terms and conditions:
CLAUSE 1 PROSPECTIVE BORROWER(S) AND LOAN GRANT
1.1 The loan by mandate referred to herein is provided by Party A, to be
granted by a commercial bank (s) (hereinafter called "ENTRUSTED
BANK(s)") as the creditor(s) in the Mainland by mandate of Party A, to
such prospective borrower (s), and for such purposes and term, and at
such interest rate as determined by Party A herein. Advancements of
funds and the monitoring of the use of funds and payments of the loan
will be carried out by the Entrusted Bank (s) on behalf of Party A.
1.2 The borrower(s) shall be such Operating Subsidiaries as approved by
Party B.
1.3 The Operating Subsidiaries may, subject to the consent of Party B,
apply for borrowing facilities to Party A. In the case of acceptance of
the application, Party A will notify the Entrusted Bank(s) as the
creditor(s) to sign an
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Agreement of Loan and Borrowing by Mandate with the Operating
Subsidiaries, according to the principles and conditions provided for
herein.
CLAUSE 2 INTEREST RATE AND CALCULATION
2.1 The interest rate shall be 35% lower than the prevailing lending
interest rate required by the State authority. In the case of the
lending interest rate adjustment required by the State authority, the
applicable interest rate in the next year will be 35% lower than the
adjusted loan interest rate. If the interest rate thus obtained on
basis of the calculation as mentioned before (approximated to 0.001,
e.g. X.XXX%, the forth digit after the decimal point is negligible) is
not dividable by 3, the interest rate shall be adjusted by increment of
0.001% until such it is dividable by 3.
2.2 Interest shall start to accrue from the day on which the grant of the
loan is made as provided for in the Agreement of Loan and Borrowing by
Mandate, to be paid quarterly by means of transfer payment.
CLAUSE 3 TERM AND PURPOSES
3.1 In no case the term of the loan shall be more than two years
(inclusive), subject to particular provisions in the Agreement of Loan
and Borrowing by Mandate.
3.2 The loan shall be used only by the Operating Subsidiaries for such
purposes as payment of loan, fixed assets investment, and other payment
as directly relevant to mobile communication and other permitted
telecommunication operations of the Operating Subsidiaries.
CLAUSE 4 REPAYMENT
4.1 All the principals due under the Agreement of Loan and Borrowing by
Mandate shall be paid.
4.2 In case of early repayment by the Operating Subsidiaries, subject to
the consent of Party A, the interest shall be calculated based on the
actual number of days and the amount borrowed by the Operating
Subsidiaries.
4.3 In case of arrears in principals and/or interest due, Party A may
require the Entrusted Bank(s) to charge a penalty, calculated at a rate
of 0.21% per day on basis of overdue payment and duration.
4.4 The principal due shall be paid to the account with the Entrusted
Bank(s) by the Operating Subsidiaries and the interest due shall be
withheld by the Entrusted Bank(s).
CLAUSE 5 CONFIDENTIALITY
5.1 Except where the laws shall apply or the regulatory authorities may
require
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otherwise, neither party may provide or divulge to any other company,
enterprise, organization or individual of any part or all of
information herein or any information concerning operations of the
other party, without prior written consent of the other party, which
shall not be unreasonably withheld or delayed.
CLAUSE 6 APPLICABLE LAWS AND DISPUTE SETTLEMENT
6.1 This Agreement shall be governed by, and interpreted and executed
according to the laws of the PRC. For the purpose of This Agreement,
the PRC does not include Hong Kong SAR, Macao SAR, and Taiwan.
6.2 Any dispute arising from validity, interpretation or performance of
This Agreement between both parties shall be settled through friendly
conciliation. Should the conciliation fail within 30 days after the
dispute, both parties agree to submit it to China International
Economic and Trade Arbitration Commission for arbitration according to
applicable arbitration rules of the commission. The arbitration award
is final and binding on both parties. Except the matter under
arbitration, all the remaining parts of This Agreement remain valid and
effective during the arbitration.
CLAUSE 7 VALIDITY AND TEXT
7.1 This Agreement is valid only in the circumstances:
(1) Party B obtained waiver from The Stock Exchange of Hong Kong
Limited (hereinafter the "SEHK") on connected transactions or
a confirmation from the SEHK that the listing rules of the
SEHK on connected transactions do not apply to relevant
transactions; and
(2) Transactions, if applicable, are approved by independent
shareholder(s) of Party B, which has no interest therein
according to the Listing rules of the SEHK.
7.2 This Agreement is officially signed and sealed by the legal/authorized
representatives of both parties respectively.
7.3 This Agreement is made in Chinese. The four counterparts of the same
effect and force are equally held by both parties.
China Mobile Communications Corporation
Legal/authorized Representative (signed): /s/ DONG Xin
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China Mobile (Hong Kong) Limited
Legal/authorized Representative (signed): /s/ ZHU Min
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