Exhibit 4.4
[English Translation]
SUPPLEMENTAL AGREEMENT
DATED AS OF 29 April 2002
RELATING TO
Frequency Spectrum/Numbering Resources Usage Agreement,
Sharing Agreement of Inter-provincial Long Distance Transmission Line Leasing
Fee, Inter-provincial Interconnection and Domestic and International Roaming
Settlement Agreement, Agreement on "Shenzhouxing" Roaming Settlement and Sharing
of Revenue From Sales of Top-Off Cards From Network Operators Other Than Their
Home Network Operators, and Supplemental Agreement to Agreement on
"Shenzhouxing" Roaming Settlement and Sharing of Revenue from Sales And
Value-Adding of Top-Off Cards from Network Operators Other Than Their Home
Network Operators
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement is entered into between and by the
following parties on 29 April 2002, in Beijing, the People's Republic of China
("China" or the "PRC"):
1. China Mobile Communications Corporation, a state-owned enterprise duly
established and in good standing under PRC law with its legal address
at No. 53A, Xi Bian Men Nei Da Jie, Xxxx Xx District, Beijing, the PRC
(hereinafter referred to as "Party A");
2. China Mobile (Hong Kong) Limited, a limited liability company duly
established and in good standing under Hong Kong law with its legal
address at 60/F., Xxx Xxxxxx, 00 Xxxxx'x Xxxx Xxxxxxx, Xxxx Xxxx
(hereinafter referred to as "Party B");
3. Anhui Mobile Communication Company Limited, a limited liability company
duly established and in good standing under PRC law with its legal
address at Xx. 000, Xxx Xxxx Xxxxxxxx, Xxxx Xx Xx, Xxxxx Xxxx, Xxxxx
Xxxxxxxx, the PRC;
4. Jiangxi Mobile Communication Company Limited, a limited liability
company duly established and in good standing under PRC law with its
legal address at Xxx Xxxx Building, Tao Yuan Xiao District, Nanchang
City, Jiangxi Province, the PRC;
5. Chongqing Mobile Communication Company Limited, a limited liability
company duly established and in good standing under PRC law with its
legal address at No. 134, Xx Xxxx Lu, Jiu Long Po District, Chongqing
City, the PRC;
6. Sichuan Mobile Communication Company Limited, a limited liability
company duly established and in good standing under PRC law with its
legal address at Xx. 00, Xxxx Xxxx Xxxxx Xxx, Xxxxxxx Xxxx, Xxxxxxx
Xxxxxxxx, the PRC;
7. Hubei Mobile Communication Company Limited, a limited liability company
duly established and in good standing under PRC law with its legal
address at No. 10, Jiang Xing Lu, Jiang Han District, Wuhan City, Hubei
Province, the PRC;
8. Hunan Mobile Communication Company Limited, a limited liability company
duly established and in good standing under PRC law with its legal
address at No. 169, Fu Rong Xxx Xx, Xxxx Xxx District, Changsha City,
Hunan Province, the PRC;
9. Shaanxi Mobile Communication Company Limited, a limited liability
company duly established and in good standing under PRC law with its
legal address at Xx. 0, Xxx Xx Xxxx Xx Xxxx, Xxxx Xxxx, Xxxxxxx
Xxxxxxxx, the PRC; and
10. Shanxi Mobile Communication Company Limited, a limited liability
company duly established and in good standing under PRC law with its
legal address at Xx. 00, Xxxxxx Xx Xx Xxx, Xxxxxxx Xxxx, Xxxxxx
Xxxxxxxx, the PRC.
- 2 -
(The foregoing parties from 3 through 10 are hereinafter referred to as the
"Target Companies".)
WHEREAS,
1. Party A is the indirect controlling shareholder of Party B, and
holds the entire equity interests in the Target Companies;
2. Party B is a company whose common shares are listed on the Stock
Exchange of Hong Kong Limited ("SEHK") and the New York Stock
Exchange. At present, Party B wholly owns the following operating
subsidiaries in Mainland China: Guangdong Mobile Communication
Company Limited, Zhejiang Mobile Communication Company Limited,
Jiangsu Mobile Communication Company Limited, Hainan Mobile
Communication Company Limited, Fujian Mobile Communication Company
Limited, Henan Mobile Communication Company Limited, Beijing Mobile
Communication Company Limited, Tianjin Mobile Communication Company
Limited, Shanghai Mobile Communication Company Limited, Liaoning
Mobile Communication Company Limited, Shandong Mobile Communication
Company Limited, Hebei Mobile Communication Company Limited and
Guangxi Mobile Communication Company Limited (collectively as
"Operating Subsidiaries of Party B");
3. Part A and Part B entered into Frequency Spectrum/Numbering
Resources Usage Agreement on 8 October 1999; and Sharing Agreement
of Inter-provincial Long Distance Transmission Line Leasing Fees
and Inter-provincial Interconnection and Domestic and International
Roaming Settlement Agreement on May 5, 2000, Agreement On
"Shenzhouxing" Roaming Settlement And Sharing Of Revenue From Sales
of Top-Off Cards From Network Operators Other Than Their Home
Network Operators on October 4, 2000, and Supplemental Agreement
to Agreement on "Shenzhouxing" Roaming Settlement and Sharing of
Revenue From Sales And Value-Adding of Top-Off Cards From Network
Operators Other Than Their Home Network Operators on May 11, 2001
(all the foregoing agreements collectively as the "Original
Agreements" hereinafter), and both parties had reached agreements
on, among other things, frequency spectrum/number resource sharing,
sharing of inter-provincial long distance leasing line fee,
inter-provincial interconnection, domestic/international roaming
settlement, "Shenzhouxing" Roaming Settlement and Sharing of
Revenue from Sales of Top-Off Cards From Network Operators Other
Than Their Home Network Operators in relation to the mobile
operations of subsidiaries of Party B. At present, the Original
Agreements apply to Operating Subsidiaries of Party B.
4. With the approval from the relevant PRC regulatory authorities,
Party A intends to sell to Party B, and Party B intends to purchase
from Party A, the entire equity interest of Party A in the Target
Companies;
5. Party B and the Target Companies have the intention, and Party A
agrees, that the Target Companies shall enjoy all rights and
benefits and bear all liabilities under
- 3 -
the Original Agreements, upon becoming directly or indirectly
wholly-owned subsidiaries of Party B.
THEREFORE, following amicable consultation, Party A and Party B have concluded
the following supplemental agreements:
1. All parties agree that each of the Target Companies shall have and
bear the same rights and liabilities under the Original Agreements
as the other Operating Subsidiaries of Party B, effective from the
date when it has become a directly or indirectly wholly-owned
subsidiary of Party B (the "Effective Date").
2. Party B will be responsible in supervising and monitoring each of
the Target Companies in performing its respective obligations under
the Original Agreements in accordance with the terms and conditions
under the Frequency Spectrum/Numbering Resources Usage Agreement;
and Sharing Agreement of Inter-provincial Long Distance
Transmission Line Leasing Fee, Inter-provincial Interconnection and
Domestic and International Roaming Settlement Agreement, Agreement
On "Shenzhouxing" Roaming Settlement And Sharing Of Revenue From
Sales of Top-Off Cards From Network Operators Other Than Their Home
Network Operators, and Supplemental Agreement to Agreement On
"Shenzhouxing" Roaming Settlement And Sharing Of Revenue From Sales
And Value-Adding Of Top-Off Cards From Network Operators Other Than
Their Home Network Operators.
3. This Supplemental Agreement shall come into effect on the Effective
Date. All Target Companies should perform the Original Agreements
starting from the Effective Date.
4. PRC law shall apply to the execution, effectiveness, performance,
interpretation and settlement of dispute of this Supplemental
Agreement and the Original Agreements.
Should any disputes between the parties arise from the
effectiveness, interpretation or performance of this Supplemental
Agreement and the Original Agreements, each party shall endeavor to
resolve the same in an amicable manner. In the event of any failure
to resolve such disputes after consultation, any party may submit
such disputes to the China International Economic and Trade
Arbitration Committee for arbitration in Beijing in accordance with
its then effective arbitration rules. The arbitration award shall
be final and binding on each party to this Agreement. The
arbitration fees shall be borne by the losing party.
5. This effectiveness of this Supplemental Agreement is subject to the
satisfaction of the following conditions:
- 4 -
(1) Party B obtains the relevant connected transaction waiver from
the SEHK in relation to the transactions in accordance with
the Listing Rules of the SEHK;
(2) Independent shareholders of Party B, who are not connected
parties under the Listing Rules of the SEHK, approve the
transactions in this Supplemental Agreement; and
(3) Party B completes the acquisition of the Target Companies.
6. This Supplemental Agreement shall be executed by legal persons or
the duly authorized representatives of each of the parties, and be
affixed with the official seals.
7. This Supplemental Agreement shall be executed in eleven (11)
counterparts with one to each party and an extra copy to Party B
for its use in completing necessary registrations or filings. All
the originals of this Agreement shall have equal force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the day and year first above written.
CHINA MOBILE COMMUNICATIONS CORPORATION
By: /s/ XX Xxxxxxxxx
---------------------------------
CHINA MOBILE (HONG KONG) LIMITED
By: /s/ LI Zhenqun
---------------------------------
Anhui Mobile Communication Company Limited
By: /s/ ZHANG Daode
---------------------------------
Jiangxi Mobile Communication Company Limited
By: /s/ XXXXX Rigao
--------------------------------
Chongqing Mobile Communication Company Limited
By: /s/ Xxxx Xxxxxxx
--------------------------------
Sichuan Mobile Communication Company Limited
By: /s/ LI Hua
--------------------------------
- 5 -
Hubei Mobile Communication Company Limited
By: /s/ XXXX Xxxx
--------------------------------
Hunan Mobile Communication Company Limited
By: /s/ XXXX Xxxxxx
--------------------------------
Shaanxi Mobile Communication Company Limited
By: /s/ HUO Zhicheng
---------------------------------
Shanxi Mobile Communication Company Limited
By: /s/ GAO Buwen
---------------------------------
- 6 -