Exhibit 10.50
DATED the 17th day of September 2004
▇▇▇▇▇▇▇▇▇ TELECOMMUNICATIONS LIMITED (1)
▇▇▇▇▇▇▇▇▇ TELECOMMUNICATIONS
INTERNATIONAL (CAYMAN) HOLDINGS LIMITED (2)
ADVENT INVESTMENTS PTE. LIMITED (3)
AMBER INTERNATIONAL HOLDINGS INC. (4)
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DEPOSIT TRANSFER AGREEMENT
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THIS TRANSFER AGREEMENT is made the 17th day of September 2004
BETWEEN
(1) ▇▇▇▇▇▇▇▇▇ TELECOMMUNICATIONS LIMITED, a company incorporated in Hong Kong
whose registered office is at ▇▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇ (the "Transferor");
(2) ▇▇▇▇▇▇▇▇▇ TELECOMMUNICATIONS INTERNATIONAL (CAYMAN) HOLDINGS LIMITED, a
company incorporated in the Cayman Islands whose registered office is at
Century Yard, Cricket Square, ▇▇▇▇▇▇▇▇ Drive, P.O. Box 2681GT, ▇▇▇▇▇▇ Town,
Grand Cayman, British West Indies, Cayman Islands (the "Transferee");
(3) ADVENT INVESTMENTS PTE. LIMITED, a company incorporated in Singapore whose
registered office at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ (the "First Depositor"); and
(3) AMBER INTERNATIONAL HOLDINGS INC., 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
"Second Depositor").
WHEREAS:
(A) The First Depositor has deposited with the Transferor an amount of
HK$167,615,387 (the "First Deposit");
(B) The Second Depositor has deposited with the Transferor an amount of
HK$90,509,081, being an aggregate amount of HK$258,124,468 (the "Deposit").
(C) The Transferor has agreed:
(i) at the request of the First Depositor, to transfer the First Deposit
to the Transferee; and
(ii) at the request of the Second Depositor, to transfer the Second Deposit
to the Transferee,
each on the terms and subject to the conditions set out herein.
NOW THIS AGREEMENT WITNESSETH as follows:
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1. In consideration of:
(a) the Transferor being fully and absolutely released from its
obligations to repay the First Deposit to the First Depositor; and
(b) the Transferor being fully and absolutely released from its
obligations to repay the Second Deposit to the Second Depositor,
the Transferor hereby assigns unto the Transferee absolutely all its
interest in, and obligations in respect of, the First Deposit and the
Second Deposit and agrees to transfer the First Deposit and the Second
Deposit in full on the date hereof to an account of the Transferee as
designated by it in writing.
2. The Transferor hereby warrants to the Transferee that:
(a) the First Deposit and the Second Deposit are each 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
First Deposit and the Second Deposit in the manner set out in this
Agreement.
3. The Transferee hereby acknowledges and confirms that as from the date
hereof the First Deposit is owed by the Transferee to the First Depositor
and the Second Deposit its owed by the Transferor to the Second Depositor,
that the First Depositor is entitled at any time and from time to time to
require repayment of all or part of the First Deposit, that the Second
Depositor is entitled at any time and from time to time to require
repayment of all or part of the Second Deposit and that it will make all
payments due in respect of the First Deposit and the Second Deposit and
discharge all its obligations in respect thereof directly to the First
Depositor and the Second Depositor, respectively, on the demand of the
First Depositor and the Second Depositor, respectively.
4. All payments made by the Transferor under Clause 1 of this Agreement 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
Agreement 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
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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
▇▇▇▇▇▇▇▇▇ 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 Agreement
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: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Attention: Company Secretary
Fax No.: (▇▇▇) ▇▇▇▇ ▇▇▇▇
Transferee:
Address: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Attention: Company Secretary
Fax No.: (▇▇▇) ▇▇▇▇ ▇▇▇▇
Depositor:
Address: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Attention: Company Secretary
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Fax No.: (▇▇▇) ▇▇▇▇ ▇▇▇▇
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 ▇▇▇▇▇ ▇▇▇▇ )
for and on behalf of )
▇▇▇▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇ ▇▇▇▇
TELECOMMUNICATIONS LIMITED ) ---------------------
in the presence of : )
Signed by ▇▇▇▇ ▇▇▇▇ )
for and on behalf of )
▇▇▇▇▇▇▇▇▇ TELECOMMUNICATIONS )
INTERNATIONAL (CAYMAN) HOLDINGS ) /s/ ▇▇▇▇ ▇▇▇▇
LIMITED ) ---------------------
in the presence of : )
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Signed by ▇▇▇▇ ▇▇▇▇ )
for and on behalf of ) /s/ ▇▇▇▇ ▇▇▇▇
ADVENT INVESTMENTS LTE. LIMITED ) ---------------------
in the presence of : )
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Signed by ▇▇▇▇ ▇▇▇▇ )
for and on behalf of ) /s/ Ting ▇▇▇▇
▇▇▇▇▇ INTERNATIONAL HOLDINGS INC. ) ---------------------
in the presence of : )
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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