EX-4.27 3 d825927dex427.htm EX-4.27 EX-4.27

 

Exhibit 4.27

 

 

  

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Chongqing:

 

The Vendor: Chongqing Communication Services Company Limited (“Party A”)

Legal Person: YIN Xianzhi

Address: Tower 1-2, 619 Hong Mian Avenue, North New District, Chongqing

 

The Purchaser: China Mobile Group Chongqing Company Limited (“Party B”)

Legal Person: YIN Xianzhi

Address: 2 Xing Guang San Road, Yu Bei District, Chongqing

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter

 

  1.1 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
     
  1.2 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A. 
     
2. Consideration and Payment
     
  2.1 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 55,832,330.44 after taxation. 
     
  2.2 Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 55,832,330.44 after taxation. 
     
  2.3 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3%, 5% and 13% when Party B pays Party A any consideration under this Agreement. 

 

 

 

 

 

 

  2.4

Bank account information of Party A and Party B are as follows:

 

Party A’s name: Chongqing Communication Services Company Limited 

TIN: 91500000203293683J

Bank account name: Chongqing Communication Services Company Limited 

Bank name: ICBC Daping Branch 

Bank account: 3100024309022121444 

Address: Tower 1-2, 619 Hong Mian Avenue, North New District, Chongqing 

Telephone: 023-61670925 

 

Party B’s name: China Mobile Group Chongqing Company Limited 

TIN: 91500000736550152I 

Account Name: China Mobile Group Chongqing Company Limited 

Bank name: ICBC Daping Branch  

Bank account: 3100024309005402048 

Address: 2 Xing Guang San Road, Yu Bei District, Chongqing 

Telephone no.: 023-61670176

     
3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties. 
     
  3.2 The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within the year of 2019 upon the Completion Date hereunder and bear the relevant expenses. 
     
  3.3 For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses. 
     
  3.4 For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 

 

 

 

 

 

 

  3.5 The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
     
  3.6 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing. 
     
4. Taxes
   
  Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations. 
   
5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1 Party A is Chongqing Communication Services Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.1.2 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 
       
    5.1.3 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms. 
       
    5.1.4 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights. 

 

 

 

 

 

 

    5.1.5 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
       
    5.1.6 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid. 
       
  5.2 Representations and warranties of Party B
     
    5.2.1 Party B is China Mobile Group Chongqing Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.2.2 The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 
       
    5.2.3 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is. 
       
6. Default and Liabilities
   
  6.1 The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred. 
     
  6.2 Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail. 
     
  6.3 In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

 

 

 

 

 

   

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

     
7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

     
  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though. 

     
8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties. 

   
9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law. 

     
  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Chongqing Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 

     
10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement. 

     
  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement. 

 

 

 

 

 

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement. 

     
  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential. 

     
  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement. 

     
  11.4

This Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

 

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The Vendor: Chongqing Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ PAN Feng

Date: 9 August 2019

 

The Purchaser: China Mobile Group Chongqing Company Limited (chop)

 

Legal Person or legal representative: /s/ ZHANG Zili

Date: 9 August 2019

 

 

 

 

 

 

CMFJ-201900893

 

Assets Transfer Agreement

 

The Vendor: Fujian Xunjie Communication Technology Service Co., Ltd. (“Party A”)

Legal Person: LIU Jian

Address: 10# Floor, 89 Ruan Jian Avenue, Wu Feng Street, Gu Lou District, Fuzhou

 

The Purchaser: China Mobile Group Fujian Company Limited (“Party B”)

Legal Person: LIU Jian 

Address: 140 Hu Dong Road, Fuzhou, Fujian

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof. 
     
  1.2 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A. 
     
2. Consideration and Payment
   
  2.1 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 187,918.35 after taxation. 
     
  2.2 Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 187,918.35 after taxation. 
     
  2.3 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration at the tax rate of 3% when Party B pays Party A any consideration under this Agreement. Otherwise, Party B is entitled to delay the payment without bearing any responsibilities. 

 

 

 

 

 

 

  2.4

Both Parties’ designated bank information for settlement are as follows: 

 

The Vendor: Fujian Xunjie Communication Technology Service Co., Ltd. 

Bank account name: Fujian Xunjie Communication Technology Service Co., Ltd 

Bank name: Fujian Industrial Bank Fuzhou Yang Qiao Branch 

Bank account: 117200101400005942 

TIN: 9135000015816059X4 

 

The Purchaser: China Mobile Group Fujian Company Limited 

Bank account Name: China Mobile Group Fujian Company Limited 

Bank name: China Mobile Group Finance Co., Ltd. 

Bank account: 8888015900000014 

 

A Party shall inform the other Party in writing 10 days in advance if the above accounts need to be changed. If one Party fails to inform the other Party in accordance with the provision hereof and causes losses, the Party shall compensate the other Party. 

     
3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

     
  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

     
  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses. 

     
  3.4 For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

 

 

 

 

 

     
  3.5 The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
     
  3.6 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing. 
     
4. Taxes
   
  Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations. 
   
5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1 Party A is a legal person duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.1.2 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 
       
    5.1.3 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms. 
       
    5.1.4 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights. 

 

 

 

 

 

 

    5.1.5 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
       
    5.1.6 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid. 
       
  5.2 Representations and warranties of Party B
     
    5.2.1 Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.2.2 The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 
       
    5.2.3 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is. 
       
6. Default and Liabilities
   
  6.1 The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred. 
     
  6.2 Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail. 
     
  6.3 In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

 

 

 

 

 

   

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1 If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement. 
     
  7.2 If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though. 
     
8. Effectiveness
   
  This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties. 
   
9. Applicable Law and Dispute Settlement
   
  9.1 The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law. 
     
  9.2 Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Fuzhou Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 
     
10. Default Liabilities
   
  10.1 Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement. 
     
  10.2 After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement. 

 

 

 

 

 

 

11. Miscellaneous
   
  11.1 The appendix constitutes an inseverable part of this Agreement. 
     
  11.2 Both Parties shall keep the content of this Agreement and its appendices confidential. 
     
  11.3 For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement. 
     
  11.4 This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

 

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The Vendor: Fujian Xunjie Communication Technology Service Co., Ltd. (chop)

 

Legal Person or legal representative: /s/ WU Xi

Date: 9 August 2019

 

The Purchaser: China Mobile Group Fujian Company Limited (chop)

 

Legal Person or legal representative: /s/ LIU Yihui

Date: 9 August 2019

 

Appendix 1: The Sale Assets List

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Lanzhou:

 

The Vendor: Gansu Communication Services Co., Ltd. (“Party A”)

Legal Person: PENG Xiaochuan 

Address: 201 Min Zhu Dong Road, Lanzhou

 

The Purchaser: China Mobile Group Gansu Company Limited (“Party B”)

Legal Person: PENG Xiaochuan

Address: 666 Bei Bin He Xi Road, An Ning District, Lanzhou, Gansu

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
     
  1.2 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
     
2. Consideration and Payment
   
  2.1 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 37,270,807.88 after taxation.

 

Project name Appraised value Tax
Rate
Tax amount Total amount
Original value Net worth
Fixed Assets-Buildings: 28,995,185.22 15,526,041.56      
  Purchased before 30 April 2016 15,526,041.56 15,526,041.56 5% 776,302.08 16,302,343.64
  Purchased after 1 May 2016 0.00 0.00 9% - -
Fixed Assets-_Equipment: 82,551,900.00 19,473,498.00      
  Purchased before 30 April 2016 67,515,500.00 10,365,885.00 3% 310,976.55 10,676.861.55
  Purchased after 1 May 2016 15,036,400.00 9,107,613.00 13% 1,183,989.69 10,291,602.69
Total 111,547,085.22 34,999,539.56   2,271,268.32 37,270,807.88

 

 

 

 

 

 

  2.2 Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 37,270,807.88 after taxation. 
     
  2.3 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement. 
     
  2.4

Both Parties’ designated bank information for settlement are as follows: 

 

The Purchaser: China Mobile Group Gansu Company Limited 

TIN: 9162000075657790XM 

Bank account Name: China Mobile Group Gansu Company Limited 

Bank name: ICBC Lanzhou Huitong Branch 

Bank account: 270300360920002577 

Address: 666 Bei Bin He Xi Road, An Ning District, Lanzhou, Gansu 

 

The Vendor: Gansu Communication Services Co., Ltd. 

TIN: 916200007103803942 

Bank account name: Gansu Communication Services Co., Ltd  

Bank name: China Agricultural Bank Lanzhou Central Place Branch 

Bank account: 27038101040004998 

Address: 201 Min Zhu Dong Road, Cheng Guan District, Lanzhou, Gansu 

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties. 
     
  3.2 The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 90 days upon the Completion Date hereunder and bear the relevant expenses. 
     
  3.3 For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses. 

 

 

 

 

 

 

  3.4 For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 
     
  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

     
  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing. 

     
4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

   
5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1 Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.1.2 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 

 

 

 

 

 

 

    5.1.3 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms. 
       
    5.1.4 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights. 
       
    5.1.5 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
       
    5.1.6 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid. 
       
  5.2 Representations and warranties of Party B
     
    5.2.1 Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.2.2 The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 
       
    5.2.3 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is. 
       
6. Default and Liabilities
   
  6.1 The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred. 
     
  6.2 Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail. 

 

 

 

 

 

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities. 

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred. 

 

7. Force Majeure
   
  7.1 If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement. 
     
  7.2 If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though. 
     
8. Effectiveness
   
  This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties. 
   
9. Applicable Law and Dispute Settlement
   
  9.1 The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.
     
  9.2 Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Lanzhou Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 

 

 

 

 

 

 

10. Default Liabilities
   
  10.1 Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement. 
     
  10.2 After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement. 
     
11. Miscellaneous
   
  11.1 The appendix constitutes an inseverable part of this Agreement. 
     
  11.2 Both Parties shall keep the content of this Agreement and its appendices confidential. 
     
  11.3 For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement. 
     
  11.4 This Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

 

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The Vendor: Gansu Communication Services Co., Ltd. (chop)

 

Legal Person or legal representative: /s/ PENG Xiaochuan

Date: 9 August 2019

 

The Purchaser: China Mobile Group Gansu Company Limited (chop)

 

Legal Person or legal representative: /s/ WEI Hongjiang

Date: 9 August 2019

 

Appendix 1: The Sale Assets List

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Nanning:

 

The Vendor: Guangxi Communication Services Company Limited (“Party A”) 

Legal Person: HE Ling 

Address: 35 Chang Gang Road, Nanning, Guangxi

 

The Purchaser: China Mobile Group Guangxi Company Limited (“Party B”)

Legal Person: LU Zhihong

Address: 117 Min Zu Avenue, Qing Xiu District, Nanning, Guangxi

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

     
  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A. 

     
2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 6,645,502.64 after taxation. 

     
  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 137,151,656.67 after taxation. 

 

 

 

 

 

 

  Item Consideration Tax Total Amount Description
1 Buildings 884,477.00 44,223.85 928,700.85 The buildings in the Sale Assets List apply to Simple Tax Method (5%) because they were purchased before 30 April 2016.
3 Transmission Fibers 5,075,034.00 152,251.02 5,227,285.02 The fibers and equipment apply to Simple Tax Method (3% levy at VAT rate of 2%) according to its activation date.
4 Machinery Equipment 475,259.00 14,257.77 489,516.77
  Total: 6,434,770.00 210,732.64 6,645,502.64  

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement. 

 

Party B shall pay Party B in full amount within 15 working days after having received and verified the above invoice, with Party A’s bank credit date. Both Parties’ bank account information are as follows: 

 

Party A’s account name: Guangxi Communication Services Co., Ltd. 
Bank name: ICBC Nanning Gong He Branch 
Bank account: 2102101029300282813 
TIN: 91450000711431640R 
Party B’s account name: China Mobile Group Guangxi Company Limited 
Bank name: ICBC Nanning Lang Dong Branch 
Bank account: 2102112019301131938 
TIN: 914500007188907863

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties. 
     
  3.2 The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses. 
     
  3.3 For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses. 

 

 

 

 

 

 

  3.4 For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 
     
  3.5 The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.
     
  3.6 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.
     
4. Taxes
   
  Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations. 
   
5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1 Party A is Guangxi Communication Services Co., Ltd., which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.1.2 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

 

 

 

 

 

    5.1.3 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.
       
    5.1.4 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
       
    5.1.5 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
       
    5.1.6 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid. 
       
  5.2 Representations and warranties of Party B
     
    5.2.1 Party B is China Mobile Group Guangxi Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
       
    5.2.2 The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 
       
    5.2.3 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is. 
       
6. Default and Liabilities
   
  6.1 The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred. 

 

 

 

 

 

 

  6.2 Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail. 
     
  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred. 

 

7. Force Majeure
   
  7.1 If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement. 
     
  7.2 If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
     
8. Effectiveness
   
  This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties. 
   
9. Applicable Law and Dispute Settlement
   
  9.1 The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law. 

 

 

 

 

 

 

  9.2 Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 
     
10. Default Liabilities
   
  10.1 Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement. 
     
  10.2 After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement. 
     
11. Miscellaneous
   
  11.1 The appendix constitutes an inseverable part of this Agreement. 
     
  11.2 Both Parties shall keep the content of this Agreement and its appendices confidential. 
     
  11.3 For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement. 
     
  11.4 This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

 

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The Vendor: Guangxi Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ HE Ling 

Date: 9 August 2019

 

The Purchaser: China Mobile Group Guangxi Company Limited (chop)

 

Legal Person or legal representative: /s/ LU Zhihong 

Date: 9 August 2019

 

Appendix: The Sale Assets List

 

 

 

 

 

 

Assets Transfer Agreement

 

Party A: Guizhou Communication Services Company Limited

Party B: China Mobile Group Guizhou Company Limited

 

 

 

 

 

 

Content

 

1. The Subject Matter 3
2. Consideration and Payment 3
3. The Transfer of Assets and Rights within the Scope of the Subject Matter 4
4. Taxes 5
5. Representations and Warranties 5
6. Default and Liabilities 6
7. Force Majeure 6
8. Effectiveness 6
9. Applicable Law and Dispute Settlement 6
10. Default Liabilities 7
11. Miscellaneous 7
Signature page 8
Appendix 9

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Guiyang, Guizhou:

 

The Vendor: Guizhou Communication Services Company Limited (“Party A”) 

Legal Person: LIU Xuefeng 

Address: 93 Zhong Hua Nan Road, Nan Ming District, Guiyang, Guizhou 

TIN: 915200007096040390 

Bank name: Guizhou Communication Services Company Limited 

Bank name: ICBC Guiyang Yunyan Branch 

Bank account: 2402 0003 0900 6988 897 

 

The Purchaser: China Mobile Group Guizhou Company Limited (“Party B”) 

Legal Person: LIU Xuefeng 

Address: 1 Jin Cheng Street, Guan Shan Lake District, Guiyang, Guizhou 

TIN: 91520000761388505T 

Bank name: China Mobile Group Guizhou Company Limited 

Bank name: ICBC Guiyang Yunyan Branch 

Bank account: 2402 0003 2900 5411 884 

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 137,151,656.67after taxation.

 

    2.1.1

The above total consideration includes the before-taxation consideration RMB 14,924,665.00 for buildings at VAT rate of 5%, totaled RMB 15,670,898.25 after taxation, 

 

 

 

 

 

 

    2.1.2

The above total consideration includes the before-taxation consideration RMB 117,942,483.90 for equipment at VAT rate of 3%, totaled RMB 121,480,758.42 after taxation.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 137,151,656.67 after taxation.

 

    2.2.1

The above total consideration includes the before-taxation consideration RMB 14,924,665.00 for buildings at VAT rate of 5%, totaled RMB 15,670,898.25 after taxation,

 

    2.2.2

The above total consideration includes the before-taxation consideration RMB 117,942,483.90 for equipment at VAT rate of 3%, totaled RMB 121,480,758.42 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 20 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

 

 

 

 

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms. 

 

 

 

 

 

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

 

 

 

 

 

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

     
7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Guiyang Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement. 

 

 

 

 

 

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity.

     

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The Vendor: Guizhou Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ WU Ya, YANG Qing

Date: 9 August 2019

 

The Purchaser: China Mobile Group Guizhou Company Limited (chop)

 

Legal Person or legal representative: /s/ MU Shaofeng, CHEN Yun

Date: 9 August 2019

 

Appendix: The Sale Assets List

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Haikou, Hainan:

 

The Vendor: Hainan Xintong Communication Services Company Limited (“Party A”) 

Legal Person: XIAO Lei 

Address: 63 Da Ying Village, Haikou, Hainan 

 

The Purchaser: China Mobile Group Hainan Company Limited (“Party B”) 

Legal Person: XIAO Lei 

Address: 88 Jin Long Road, Haikou, Hainan 

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, land and buildings, vehicles, super base stations in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendices 1 and 2 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 1,490,065.48 after taxation, among which, the before-taxation consideration for buildings is RMB 1,275,630 at the VAT rate of 5% and the tax amount is RMB 1,339,411.5; the before-taxation consideration for equipment is RMB 146,266 at the VAT rate of 3% and the tax amount is RMB 150,653.98.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 1,490,065.48 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

       

 

 

 

 

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing. 

       

 

 

 

 

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

 

 

 

 

 

 

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 

       
    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement. 

 

 

 

 

 

       
  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendices constitute an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in two (2) original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 

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The Vendor: Haonan Xintong Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ XIAO Lei

Date: 9 August 2019 

 

The Purchaser: China Mobile Group Hainan Company Limited (chop)

 

Legal Person or legal representative: /s/ XIAO Lei 

Date: 9 August 2019 

 

Appendix 1: The Sale Assets List 

Appendix 2: The Sale Assets List of Equipment and Fibers

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Shijiazhuang:

 

The Vendor: Hebei Communication Services Company Limited (“Party A”)  

Legal Person: LIU Dianfeng  

Address: 136 Dong Feng Road, Shijiazhuang  

 

The Purchaser: China Mobile Group Hebei Company Limited (“Party B”)  

Legal Person: LIU Dianfeng  

Address: 136 Dong Feng Road, Shijiazhuang

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 6,975,025.54 after taxation, and RMB 6,750,793.22 before taxation

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 6,975,025.54 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

     

 

 

 

 

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

 

 

 

 

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

 

 

 

 

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

 

 

 

 

 

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Shijiazhuang Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in two (2) original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 

 

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The Vendor: Hebei Communication Services Company Limited (chop)  

 

Legal Person or legal representative: /s/ YANG Zhaohui  

Date: 9 August 2019  

 

The Purchaser: China Mobile Group Hebei Company Limited (chop)  

 

Legal Person or legal representative: /s/ YANG Zhaohui  

Date: 9 August 2019  

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Heilongjiang:

 

The Vendor: Heilongjiang Communication Services Company Limited (“Party A”)  

 Legal Person: CHEN Wenyue  

Address: 70 Wen Chang Street, Nan Gang District, Harbin, Heilongjiang  

 

The Purchaser: China Mobile Group Heilongjiang Company Limited (“Party B”)  

Legal Person: CHEN Wenyue  

Address: 168 Xin Wan Road, Song Bei District, Harbin, Heilongjiang  

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 9,161,485.28 after taxation, among which, the consideration before taxation is RMB 8,457,542.95 and the value-added tax is RMB 703,942.33.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 9,161,485.28 after taxation, among which, the consideration before taxation is RMB 8,457,542.95 and the value-added tax is RMB 703,942.33.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

 

 

 

 

 

  

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

 

 

 

 

 

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

 

 

 

 

 

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

 

 

 

 

 

 

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Harbin Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendices constitute an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

The Appendices of this Agreement include: 1. the Sale Assets List and 2. Description of Defects of Property Rights. This Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 

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The Vendor: Heilongjiang Communication Services Company Limited (chop)  

 

Legal Person or legal representative: /s/ MA Xianzhi  

Date: 9 August 2019  

 

The Purchaser: China Mobile Group Heilongjiang Company Limited (chop)  

 

Legal Person or legal representative: /s/ CHEN Wenyue  

Date: 9 August 2019  

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Zhengzhou:

 

The Vendor: Henan Feida Communication Development Company Limited (“Party A”)  

Legal Person: ZHANG Hongxing  

Address: 12 Gong Yi Street, Zhengzhou  

 

The Purchaser: China Mobile Group Henan Company Limited (“Party B”)  

Legal Person: YANG Jianyu  

Address: 48 Jing San Road, Zhengzhou  

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, land and buildings, vehicles, super base stations in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 13,872,706.70 after taxation.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 13,872,706.00 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3%, 5% and 13% when Party B pays Party A any consideration under this Agreement.

 

  2.4

Party A’s bank account information for settlement is as follows: 

Account name: Henan Feida Communication Development Company Limited 

Bank name: ICBC Zhengzhou Branch 

Bank account: 1702029119201087928

 

 

 

 

 

 

  

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within [ ] days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

 

 

 

 

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is Henan Feida Communication Development Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is China Mobile Group Henan Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

 

 

 

 

 

  

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

 

 

 

 

  

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Hefei Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in two (2) original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 

 

 

 

 

  

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The Vendor: Henan Feida Communication Development Company Limited (chop)  

 

Legal Person or legal representative: /s/ YIN Yongjie  

Date: 9 August 2019  

 

The Purchaser: China Mobile Group Henan Company Limited (chop)  

 

Legal Person or legal representative: /s/ YANG Jianyu  

Date:

 

 

 

 

 

 

 

CMHB-201900810

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Wuhan, Hubei:

 

The Vendor: Hubei Communication Services Co., Ltd. (“Party A”) 

Legal Person: FAN Bingheng 

Address: 36 Ma Chang Jiao Xiao Road, Jianghan District, Wuhan 

The Purchaser: China Mobile Group Hubei Company Limited (“Party B”) 

Legal Person: FAN Bingheng 

Address: 66 Chang Qing San Road, Jianghan District, Wuhan

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix: Scope of the Sale Assets.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 12,328,671.82 after taxation.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 12,328,671.82 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration at the legal tax rates when Party B pays Party A any consideration under this Agreement.

 

  2.4 Both Parties’ bank information for settlement are as follows:
     
    Party A: Hubei Communication Services Co., Ltd.
    TIN: 914200007146985274

 

 

 

 

 

 

 

 

Account name: Hubei Communication Services Co., Ltd. 

Bank name: ICBC Wuhan Shui Guo Lake Branch 

Bank account: 3202016529200024225

 

Party B: China Mobile Group Hubei Company Limited 

TIN: 914200007109374127 

Account Name: China Mobile Group Hubei Company Limited 

Bank name: China Mobile Group Finance Co., Ltd. 

Bank account: 8888016100089008

 

A Party shall inform the other Party in writing 10 days in advance if the above accounts need to be changed. If one Party fails to inform the other Party in accordance with the provision hereof and causes losses, the Party shall compensate the other Party.

 

In the course of performing this Agreement, if the national tax policy is changed, the after-taxation consideration for the unperformed part of this Agreement shall be re-calculated at the new tax rates on the basis that the original after-taxation amount remains. No supplementary agreement shall be executed.

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

 

 

 

 

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

 

 

 

 

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

 

 

 

 

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

     
7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Wuhan Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

 

 

 

 

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendices constitute an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 

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The Vendor: Hubei Communication Services Co., Ltd. (chop)

 

Legal Person or legal representative: /s/ FAN Bingheng

Date: 9 August 2019

 

The Purchaser: China Mobile Group Hubei Company Limited (chop)

 

Legal Person or legal representative: /s/ ZHANG Shaoming

Date: 9 August 2019

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Changsha:

 

The Vendor: Hunan Communication Services Co., Ltd. (“Party A”) 

Legal Person: QIU Wenhui 

Address: Room 771, 7/F., Yunlong Show Zone Management Committee, Zhuzhou, Hunan

 

The Purchaser: China Mobile Group Hunan Company Limited (“Party B”) 

Legal Person: QIU Wenhui 

Address: 489 Che Zhan Bei Road, Changsha, Hunan

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1: 0011 Appraisal Details in Asset-based Approach (Hunan) (0722 final version).

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total before-taxation consideration was determined subject to appraised value, which is RMB 7,572,611.95. After confirmation, the before-taxation amount for the Sale Assets at tax rate of 3% is RMB 7,214,350.95 with taxation of RMB 216,430.53, and RMB 358261.00 with taxation of RMB 46,573.93 for those at tax rate of 13%, which totaled RMB 7,572,611.95 with taxation of RMB 263,004.46. So the total after-taxation consideration is RMB 7,835,616.41.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 7,835,616.41 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

 

 

 

 

 

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 90 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

 

 

  

 

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 

 

 

 

 

 

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

 

 

 

 

 

 

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

 

 

 

 

 

 

Appendix 1: 0011 Appraisal Details in Asset-based Approach (Hunan) (0722 final version)

 

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The Vendor: Hunan Communication Services Co., Ltd. (chop)

 

Legal Person or legal representative: /s/ QIU Wenhui 

Date: 9 August 2019

 

The Purchaser: China Mobile Group Hunan Company Limited (chop)

 

Legal Person or legal representative: /s/ QIU Wenhui 

Date: 9 August 2019

 

 

 

 

 

 

CMNM-201901259

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Hohhot:

 

The Vendor: Neimenggu Communication Services Company Limited (“Party A”)

Legal Person: YANG Yuehui

Address: 61 Hu Lun Nan Road, New Town District, Hohhot

 

The Purchaser: China Mobile Group Neimenggu Company Limited (“Party B”)

Legal Person: YANG Yuehui

Address: 39 Teng Fei Nan Road, Sai Han District, Hohhot

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

       
1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 180,988,242.29 after taxation.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 180,988,242.29 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3% and 5% when Party B pays Party A any consideration under this Agreement.

 

 

 

 

 

 

       
3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 180 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

 

 

 

 

 

       
4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

 

 

 

 

 

       
    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

 

 

 

 

 

       
8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Hohhot Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 

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The Vendor (Party A): Neimenggu Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ YANG Yuehui 

Date: 9 August 2019

 

The Purchaser (Party B): China Mobile Group Neimenggu Company Limited (chop)

 

Legal Person or legal representative: /s/ YANG Yuehui

Date: 9 August 2019

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Nanchang, Jiangxi:

 

The Vendor: Jiangxi Communication Services Company Limited (“Party A”)

Legal Person: LIN Hao 

Address: Jinyuan Tower, Tao Yuan Estate, Xi Hu District, Nanchang, Jiangxi

 

The Purchaser: China Mobile Group Jiangxi Company Limited (“Party B”)

Legal Person: LIN Hao 

Address: 58 Zi An Road, Xi Hu District, Nanchang, Jiangxi

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements. 

       
1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, buildings, transmission fibers and poles, machinery equipment in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 14,130,468.79 after taxation.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 14,130,468.79 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

 

 

 

 

 

       
  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

 

 

 

 

 

       
4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

 

 

 

 

 

       
    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

 

 

 

 

 

       
  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Nanchang Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in two (2) original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 

Appendix: The Sale Assets List

 

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The Vendor: Jiangxi Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ CHENG Jiang

Date: 9 August 2019

 

The Purchaser: China Mobile Group Jiangxi Company Limited (chop)

 

Legal Person or legal representative: /s/ CHENG Jiang

Date: 9 August 2019

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Shenyang:

 

The Vendor: Liaoning Communication Services Company Limited (“Party A”)

Legal Person: LANG Kuiping

Address: 6-2 A Xin Long Street, Dong Ling District, Shenyang 

 

The Purchaser: China Mobile Group Liaoning Company Limited (“Party B”)

Legal Person: LANG Kuiping

Address: 6 Xin Long Street, Dong Ling District, Shenyang

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 3,798,967.00 before taxation, and the total VAT of which is RMB 420,691.51. The consideration for those assets at the tax rate of 3% is RMB 731,742.00 with VAT at RMB 21,952.26. The consideration for those assets at the tax rate of 13% is RMB 3,067,225.00 with VAT at RMB 398,739.25. If the VAT amount is different with the amount in the official invoice, the actual amount in the official invoice shall prevail.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 3,798,967.00 before taxation, and the VAT is RMB 420,691.51. If the VAT amount is different with the amount in the official invoice, the actual amount in the official invoice shall prevail. 

       

 

 

 

 

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 

       

 

 

 

 

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing. 

     
4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid. 

 

 

 

 

 

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

 

 

 

 
       
  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the People’s Court with jurisdiction.

 

10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

     

(Reminder of this page intentionally left blank)

 

 

 

 

 

 

The Vendor: Liaoning Communication Services Company Limited (chop) 

 

Legal Person or legal representative: /s/ PENG Xia 

Date: 26 August 2019 

 

The Purchaser: China Mobile Group Liaoning Company Limited (chop) 

 

Legal Person or legal representative: /s/ LANG Kuiping 

Date: 26 August 2019 

 

Appendix: The Sale Assets List

 

 

 

 

 

 

Assets Transfer Agreement

 

between China Mobile Group Ningxia Company Limited and Ningxia

 

Communication Services Company Limited

 

Party A: Ningxia Communication Services Company Limited

 

Party B: China Mobile Group Ningxia Company Limited 

 

 

 

 

 

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1

The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1: The Scope of the Sale Assets hereof.

 

  1.2

The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

2. Consideration and Payment
   
  2.1

The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 709,229.52 after taxation.

 

  2.2

Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 709,229.52 after taxation.

 

  2.3

Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration at the tax rate of 2% when Party B pays Party A any consideration under this Agreement.

 

3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1

The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

  3.2

The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

  3.3

For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

       

 

 

 

 

 

  3.4

For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

  3.5

The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

  3.6

Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

4. Taxes
   
 

Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1

Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.1.2

The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 

 

 

 

 

    5.1.3

Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

    5.1.4

Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

    5.1.5

Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

    5.1.6

All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

  5.2 Representations and warranties of Party B
     
    5.2.1

Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

    5.2.2

The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

    5.2.3

Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

6. Default and Liabilities
   
  6.1

The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred. 

 

 

 

 

 

       
  6.2

Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.

 

  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

7. Force Majeure
   
  7.1

If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

  7.2

If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

8. Effectiveness
   
 

This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

9. Applicable Law and Dispute Settlement
   
  9.1

The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

  9.2

Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Yinchuan Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 

 

 

 

 

 

       
10. Default Liabilities
   
  10.1

Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

  10.2

After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

11. Miscellaneous
   
  11.1

The appendix constitutes an inseverable part of this Agreement.

 

  11.2

Both Parties shall keep the content of this Agreement and its appendices confidential.

 

  11.3

For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

  11.4

This Agreement is executed in eight (8) original counterparts, four of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

     

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The Vendor (Party A): Ningxia Communication Services Company Limited (chop) 

 

Legal Person or legal representative: /s/ ZHANG Hongxing 

Date: 

 

The Purchaser (Party B): China Mobile Group Ningxia Company Limited (chop)

 

Legal Person or legal representative: /s/ WANG Xiaohui 

Date: 

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Xining, Qinghai:

 

The Vendor: Qinghai Communication Services Company Limited (“Party A”) 

Legal Person: YU Yunfeng

Address: 56 Xi Guan Avenue, Xining, Qinghai

 

The Purchaser: China Mobile Group Qinghai Company Limited (“Party B”)

Legal Person: YU Yunfeng

Address: 48 Kunlun Dong Road, East Economy Developing Zone, Xining, Qinghai

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
     
  1.2 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
     
2. Consideration and Payment
   
  2.1 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The consideration was determined subject to appraised value, which is RMB 14,932,945.46 after taxation.
     
  2.2 Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 14,932,945.46 after taxation.
     
  2.3 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3% for movable property estate and 5% for real estate when Party B pays Party A any consideration under this Agreement.
     
3. The Transfer of Assets and Rights within the Scope of the Subject Matter
   
  3.1 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

 

 

 

 

 

 

  3.2 The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 60 days upon the Completion Date hereunder and bear the relevant expenses.
     
  3.3 For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.
     
  3.4 For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 
     
  3.5 The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
     
  3.6 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

 

 

 

 

 

4. Taxes
   
  Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
   
5. Representations and Warranties
   
  5.1 Representations and warranties of Party A
     
    5.1.1 Party A is Qinghai Communication Services Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
       
    5.1.2 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
       
    5.1.3 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.
       
    5.1.4 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
       
    5.1.5 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.
       
    5.1.6 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.
       
  5.2 Representations and warranties of Party B
     
    5.2.1 Party B is China Mobile Group Qinghai Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

 

 

 

 

 

    5.2.2 The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
       
    5.2.3 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.
       
6. Default and Liabilities
   
  6.1 The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.
     
  6.2 Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
     
  6.3

In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities. 

 

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred. 

 

     
7. Force Majeure
   
  7.1 If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

 

 

 

 

 

  7.2 If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
     
8. Effectiveness
   
  This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties. 
   
9. Applicable Law and Dispute Settlement
   
  9.1 The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law. 
     
  9.2 Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.
     
10. Default Liabilities
   
  10.1 Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.
     
  10.2 After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement. 
     
11. Miscellaneous
   
  11.1 The appendix constitutes an inseverable part of this Agreement.
     
  11.2 Both Parties shall keep the content of this Agreement and its appendices confidential.
     
  11.3 For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.
     
  11.4 This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity. 

 

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The Vendor: Qinghai Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ YU Yunfeng

Date: 9 August 2019

 

The Purchaser: China Mobile Group Qinghai Company Limited (chop)

 

Legal Person or legal representative: /s/ LIU Jiayue

Date: 9 August 2019

 

 

 

 

 

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Lhasa, Xizang:

 

The Vendor: Xizang Communication Services Company Limited (“Party A”)

Legal Person: ZHOU Min

Address: 84 Jin Zhu Xi Road, Lhasa

 

The Purchaser: China Mobile Group Xizang Company Limited (“Party B”)

Legal Person: ZHOU Min 

Address: 84 Jin Zhu Zhong Road, Lhasa

 

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

1. The Subject Matter
   
  1.1 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
     
  1.2 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
     
2. Consideration and Payment
   
  2.1 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 17,955,717.47 after taxation.
     
  2.2 Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 17,955,717.47 after taxation.