Exhibit 10.18
EXECUTION COPY
DATED the 20th day of September 2004
XXXXXXXXX INTERNATIONAL LIMITED (1)
XXXXXXXXX TELECOMMUNICATIONS (2)
INTERNATIONAL (CAYMAN) HOLDINGS LIMITED
XXXXXXXXX GLOBAL COMMUNICATIONS (3)
INVESTMENT HOLDING LIMITED
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TRANSFER AGREEMENT
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THIS TRANSFER AGREEMENT is made the 20th day of September 2004
BETWEEN
(1) Xxxxxxxxx International Limited, a company incorporated in Hong Kong
whose registered office is at 00/X Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx,
Xxxx Xxxx (the "Transferor");
(2) Xxxxxxxxx Telecommunications International (CAYMAN) Limited, a company
incorporated in the Cayman Islands whose registered office is at Century
Yard, Cricket Square, Xxxxxxxx Drive, P.O. Box 2681GT, Xxxxxx Town,
Grand Cayman, British West Indies, Cayman Islands (the "Transferee");
and
(3) XXXXXXXXX GLOBAL COMMUNICATIONS INVESTMENT HOLDING LIMITED, a company
incorporated in the British Virgin Islands whose registered office at
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands (the "Depositor").
WHEREAS:
(A) Pursuant to a Sale and Purchase Agreement of even date hereof (the
"Share Sale and Purchase Agreement"), HTI (BVI) Holdings Limited agreed
to purchase, and Xxxxxxxxx Telecommunications Limited agreed to sell,
320 shares of US$1.00 each in the Depositor.
(B) The Depositor has deposited with the Transferor an amount of
HK$1,683,793,928 (the "Deposit").
(C) Subject to completion of the Share Sale and Purchase Agreement, the
Transferor agreed to transfer the Deposit to the Transferee and the
Transferee agreed to hold the Deposit for the Depositor on the terms and
subject to the conditions set out herein.
NOW THIS AGREEMENT WITNESSETH as follows:
1. In consideration of the Transferor being fully and absolutely released
from its obligations to repay the Deposit to the Depositor, the
Transferor hereby assigns and transfers unto the Transferee absolutely
all its rights, title and interest in the Deposit TO HOLD the same unto
the Transferee absolutely.
2. The Transferor hereby warrants to the Transferee that:
(a) the Deposit is free from all claims, charges, liens,
encumbrances, options, equities of any kind, compromise,
releases, waivers, defects, and any agreement for any of the
same; and
(b) the Transferor has the right, authority and power to transfer
the Deposit in the manner set out in this Agreement.
3. The Transferee hereby acknowledges and confirms that as from the date
hereof the Deposit is owed by the Transferee to the Depositor, and that
the Depositor is entitled at any time and from time to time to require
repayment of all or part of the same and that it will make all payments
due in respect of the Deposit and discharge all its obligations in
respect thereof directly to the Depositor on the demand of the
Depositor.
4. All payments made by the Transferor under Clause 1 of this Deed shall be
made gross, free of any rights of counterclaim or set-off and without
any deductions or withholdings of any nature.
5. Each party hereto undertakes to the other parties that it will do all
such things and execute all such documents as may be necessary or
desirable to carry into effect or to give legal effect to the provisions
of this Deed and the transactions hereby contemplated.
6. Each party undertakes that it shall not reveal, and shall cause its
shareholders, directors, senior executives, employees and agents not to
reveal, to any third party any information concerning the transactions
contemplated hereunder and/or the contents hereof (collectively,
"Confidential Information") without the prior written approval of the
other parties hereto.
Nothing in this Section 6 shall prevent a party hereto from using or
disclosing any Confidential Information which (a) is already known by
such party at the time it is disclosed to it; (b) has been rightfully
received by such party from a third party without a breach of an
obligation of confidentiality; (c) is in the public domain through no
wrongful act of such party; (d) is independently developed by such party
without use, directly or indirectly, of the Confidential Information;
(e) is required to be disclosed by applicable law, regulation or legal
process or by judicial order; or (f) is in connection with the proposed
spin off and listing of Xxxxxxxxx Telecommunications International
Limited.
Notwithstanding anything contained in this Agreement, each party
acknowledges and agrees that the other party(ies) may be required by law
or any competent regulatory body (including but without limitation to
The Stock Exchange of Hong Kong Limited and the Securities and Futures
Commission) to issue time sensitive and/or urgent announcements relating
to this Agreement or matters contemplated under this Agreement. Each
party shall procure to be provided to the other parties a copy of each
drafts of such time sensitive and/or urgent announcements promptly,
and shall consider in good faith any comments provided to it in a timely
manner by the other parties to the extent reasonably practicable within
the time frame stipulated by law or by the relevant competent regulatory
body.
7. Any notice required or permitted to be given by or under this Deed shall
be given in writing by delivering it to the party concerned to the
address or facsimile number of that party below or such other address or
facsimile number as the party concerned may have notified to the others
in accordance with this Clause 7. Any such notice shall be deemed to be
served if sent by hand at the time of delivery, or if sent by facsimile,
on the date of complete transmission, or if sent by post, the third day
after posting, or if sooner upon acknowledgement of receipt by or on
behalf of the party to which it is addressed.
Transferor:
Address: 00xx Xxxxx, Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx, Xxxx Xxxx
Attention: Company Secretary
Fax No.: (000) 0000 0000
Transferee:
Address: 00xx Xxxxx, Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx, Xxxx Xxxx
Attention: Company Secretary
Fax No.: (000) 0000 0000
Depositor:
Address: 00xx Xxxxx, Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx, Xxxx Xxxx
Attention: Company Secretary
Fax No.: (000) 0000 0000
8. This Agreement is governed by and shall be construed in accordance with
the laws of the Hong Kong Special Administrative Region of the People's
Republic of China ("Hong Kong") for the time being in force and the
parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the Hong Kong courts in relation to any proceedings
arising out of or in connection with this Agreement.
IN WITNESS whereof this Agreement has been duly signed the date first above
written.
Signed by )
Xxxxx Xxxx ) /s/ Xxxxx Xxxx
For and on behalf of )
HUTCHISON INTERNATIONAL LIMITED )
in the presence of : )
/s/ Xxxxxxxx X.X. Xxx
Signed by )
Xxxxx Xxxx ) /s/ Xxxxx Xxxx
For and on behalf of )
XXXXXXXXX TELECOMMUNICATIONS )
INTERNATIONAL (CAYMAN) HOLDINGS )
LIMITED )
in the presence of : )
/s/ Xxxxxx X. Xxxxx
Signed by )
Xxxxx Xxxx ) /s/ Xxxxx Xxxx
For and on behalf of )
XXXXXXXXX GLOBAL )
COMMUNICATIONS HOLDINGS LIMITED )
was hereunto affixed in the presence of : )
/s/ Xxxxxx X. Xxxxx
