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EXHIBIT 10.15
AGREEMENT ON THE CONFIRMATION OF THE TRANSFER OF PERSONNEL,
FINANCES AND ASSETS AND THE RELATED RIGHTS AND OBLIGATIONS
This Agreement on the Confirmation of the Transfer of Personnel,
Finances and Assets and the Related Rights and Obligations (the "Agreement") is
executed by the following two parties on August 30, 2000 in Beijing:
(1) BEIJING MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of People's
Republic of China ("PRC"), with its legal address at 00, Xxxx Xxxxx
Xxxxxx, Xxxxxxxxx District, Beijing, PRC ("Beijing Mobile") ; and
(2) BEIJING COMMUNICATION SERVICE COMPANY, a state-owned enterprise duly
established and existing under the laws of PRC, with its legal address
at 0, Xxx Xxxxx Xx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, PRC ("the Service
Company").
WHEREAS:
1. Beijing Mobile and the Service Company entered into the Capital
Contribution Agreement ( "Agreement One" ) with China Mobile Group on
August 30, 2000.
2. Beijing Mobile and the Service Company entered into the Agreement
Regarding the Transfer of Personnel, Finances and Assets Not Directly
Related to Mobile Communications Services ( "Agreement Two" ) with
China Mobile Group on August 30, 2000.
In order to confirm the ownership of the interests, assets,
liabilities, personnel and businesses under Agreement One and Agreement Two,
the Parties have reached the following agreement:
1. Each Party hereby confirms to the other Party that all the Related
Interests and Assets, Related Liabilities, Related Personnel and
Related Services under Agreement One shall be owned or assumed by
Beijing Mobile; accordingly, the Service Company enjoys no rights,
undertakes no liability and bears no expense with regard to the same
(unless otherwise agreed upon in this Agreement).
2. Each Party hereby confirms to the other Party that all the Properties,
Non-Mobile Assets, the Related Personnel, the Non-Mobile Long-term
Investments and the Non-Mobile Liabilities under Agreement Two shall be
owned or assumed by the Service Company; accordingly, Beijing Mobile
enjoys no right, undertakes no liability and bears no expense with
regard to the same.
3. Each Party hereby confirms to the other Party that all the contracts
in relation to the Related Interests and Assets, the Related
Liabilities, the Related Personnel and the
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Related Services under Agreement One shall be transferred to Beijing
Mobile. However, due to the time limit and the enormous amount
involved, the transfer of certain contracts may have not been approved
by the other party/parties thereto (the "Non-Transferred Contracts").
For such Non-Transferred Contracts, the Parties hereby agree and
confirm as follows:
(1) As of the Effective Date (as defined in Agreement One), the
rights and liabilities, as well as the gains and losses of
the Service Company generated from the Non-Transferred
Contracts shall be owned or assumed by Beijing Mobile (unless
otherwise stipulated in this Agreement ), notwithstanding the
fact that such Non-Transferred Contracts are still held by
and performed in the name of the Service Company. The Service
Company agrees to act as the trustee of Beijing Mobile to
receive or hold any interests generated from the
Non-Transferred Contracts (including but not limited to
certain goods and loans) on behalf of Beijing Mobile, and
that such interests are owned by Beijing Mobile. Upon demand,
the Service Company shall deliver such interests to Beijing
Mobile;
(2) The Service Company shall exercise or perform the rights and
liabilities under the Non-Transferred Contracts strictly in
accordance with the instructions given by Beijing Mobile from
time to time, and shall not amend any terms of the
Non-Transferred Contracts or terminate the same without
Beijing Mobile's prior written consent thereto;
(3) The reasonable expenses incurred by the Service Company for
the purpose of performing the obligations under paragraph 3(1)
above shall be reimbursed by Beijing Mobile, except expenses
incurred as a result of negligence or fault on the part of,
or other reasons caused by, the Service Company;
(4) If, as a result of the Service Company's negligence, fault or
other reasons caused by the Service Company in connection
with its holding or performing the Non-Transferred Contracts
in its name and on behalf of Beijing Mobile under this
Agreement, Beijing Mobile sustains any losses therefrom
(including but not limited to legal action expenses and
damages ), the Service Company shall sufficiently compensate
Beijing Mobile for such losses in a timely manner; and
(5) If there arises such a need that the rights of Beijing Mobile
under the Non-Transferred Contracts (including the rights to
initiate legal proceedings or arbitration, or to take other
necessary actions) be exercised by the Service Company in its
name, the Service Company shall assist Beijing Mobile by
exercising such rights in the Service Company's name.
4. The Agreement shall be governed by and interpreted in accordance with
the laws of PRC.
5. The Agreement shall be executed in Chinese.
6. The Agreement shall come into effect upon the execution by the
authorized representatives of the Parties.
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BEIJING MOBILE COMMUNICATION COMPANY LIMITED
By: s/Dong Huiyi
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Authorized representative
BEIJING COMMUNICATION SERVICE COMPANY
By: s/Xxx Xxxxx
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Authorized representative
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